Spiderman: Warzone Part:2
by Shadowsnake89
Summary: The Battle for New York is about to begin as lines are drawn. Who will win? Mr.Negative, Bernard Gou, or the divided heroes. And how can they help with the entire NYPD on their tails. Warning: Some aren't walking away from this one. Reviews welcome
1. Chapter 1

Maggia

Bernard Gou*

Enforcers

Jet Troopers (x30)

Jackal

Molten Man

Maggia Henchman(x300) Mysterio

Man Mountain Marko

Heroes

Spider-Man

Fire Star*

Anti-Venom

Scarlet Spider

Spider Clones:

Michael

Vana

Patrick

Frog-Man

Silver Sable

Prowler

(Hobie's Contact)

Negative's Gang

Mr. Negative*

Hammer Head

Overdrive

Inner Demons (x500)

Gambonno Brothers

Stilt-man

Rhino

*: Leader

Wild Cards (Keep an eye out. Some of these characters may play a role in things.): Scream, Sandman, Vulture, X-men, Norah Winters (Hobgoblin), Electro, Eel, The Big Man, Whirlwind

Police Force: Captain Hayashi, Jean Dewolfe, Stan Carter, Officers (x200), Code Blue

Rosters are set and we're heading off to part to. Stay tuned for one pulse pounding battle after another. As always thanks for your reviews, questions, and suggestions as they have been most appreciated.


	2. Chapter 2

"Come on whose next?" Hobie says in the Sons of the Tiger's gym as he has just beaten Bob Diamond in a practice match.

"I think we're good." Bob says as he gets to his feet.

"You have come a long way in the past few weeks." Lin says as he bows to Hobie. "I believe you have overcome your inner enemy."

"Thank you Master Sun. I feel like I'm really in control now. Thanks for having me here Abe." Just then Hobie hears his phone ring and he rushes over to answer it. "Hello, yes that's me." Just then his eyes open wide as he hears the person on the other end. "Who is this? Yes I heard you the first time. Listen if this is some kind of joke it's not funny I… alright what do you want me to do? I'll be back in a few days, see you then." He hangs up.

"You okay Hobie?" Abe asks him as the others look on with concern.

"Uh, yeah, I just got an important reminder and I need to get home quick. I got to go you guys."

"Hey no problem, we'll drop you at the airport."

"Before you go there is something we'd like you to have." Lin says at the airport as he reaches into his bag and grabs a necklace with a jade tiger amulet at the end. He walks over and hands it to Hobie. "This is the Jade Tiger, when you carry it you carry the strength of the Sons of the Tiger with you. We are all separate but we fight as one."

"Thank you masters." Hobie bows to the three as he walks to the flight terminal.

"I'll see you at Thanksgiving bro." Abe says abruptly.

Back in New York Gou and Comet walk down a large hanger as they converse on a battle plan. "So now's the time we take the fight to Negative huh?" Comet says.

"Very much so now. In fact that's the reason I took the liberty of hiring more men for your squadron and I also had this made." Gou hits a light switch and in the middle of the hanger is a large rectangular ship.

"It reminds me of the heli-carrier."

"Yeah, I stole the design. It's about one-twentieth the size but it's more than enough room for your team."

Comet removes his helmet and begins looking the craft over. "Wow, it must be a killer to fuel up."

"Actually it runs on a self-renewing energy source. So are you up to the challenge Commander?" Gou asks as the villain smiles wickedly.

At the police department Hayashi scramble the officers for what's to come. "I want all officers mobilized, Dewolfe you're with me. We need to cordon off the combat zone and evacuate all citizens." He walks over to a group of officers in S.W.A.T. gear with the words "Code Blue" written on the vests. "If you see any of the heroes you know what to do. Rassitano I'm counting on your marksmanship skills for this particular assignment." A young man with long hair and a cap nods as Hayashi congratulates the team further for their hard work and training.

"Well there's job security for you, the next thing you know we'll be checking meters." Carter says to Dewolfe as they watch the spectacle from afar.

"You have to admit he's got a handle on things. It's time we show these heroes that this isn't their city to do whatever they want." Dewolfe responds as the two start to walk down the station.

"You can't be serious."

"Hey if Spider-man hadn't butted in the Captain might still be alive."

"Come on, Spidey did everything he could to safe Stacy you know that. If he taught us one thing it's that no matter what you do sometimes losses can't always be avoided. Spidey and the rest of them are heroes in my book."

"That's why Hayashi's not taking you with us."

"Yeah he wants his little SS unit under control. I get it." He says as he storms off earning him the attention of Hayashi from across the room.

In Boston, Peter sits in his room, watching the televised reports of the city's evacuation. He switches the channel to a local report featuring Silver Sable wearing a new silver mask to cover her face defeating several criminals as the reporter praises her efforts. He gets up opening his suitcase with his Spider-man suit and gear inside along with a note from Sable telling him to meet her that night. He gets dressed and sneaks out. He reaches the rendezvous point where Sable is already waiting. "Okay I'm sold." His says lightly. "You've proved you're on the up and up. I still don't agree with the revenge angle but I do want to make sure no civilians get caught in this crossfire. So it's time for a spectacular team-up."

"Thank you Spider-man, I knew I could count on you, we should get going if we're going to make it." Sable says as the two hear a noise behind them. They turn to see Jubilee and Spidey's X-team behind them. "You're not leaving without Web-head." Jubilee says.

"Yeah if you're gonna bust some heads, we're not missing out." Rockslide says as he pounds his fists together.

"You sure, I don't want you guys to get in trouble." Spider-man says.

"Hey no problem, we'll be back before Ms. Munroe knows we're gone. Besides, I can get us there faster than anyone." Nightcrawler says as the group agrees.

"Quite the team you have there." Sable says impressed.

At the Spider's Web, Scarlet Spider Anti-Venom and Fire Star go over the battle plans. "Okay guys I'm gonna just come out and say it. We are going to be seriously over stretched but this has to be done. It's time we hit them where it hurts. They think we're gone, that we're down for the count, but that's our advantage. They don't know we're coming. So are you guys ready." Fire Star says as the trio put their hands in.

"Let's do this!" they say in a triumphant shout.

"Hey what party am I missing?" Eugene Patillo walks in wearing a black hoodie and blue jeans, carrying a black duffle bag on his shoulder.

"Eugene you decided to come back, I knew you wouldn't let us down." Fire Star says.

"Yeah, back in a way. I thought it over and, well I think the best way I can help is in tech support. Here put these on." He says as he tosses the three small, single ear headsets they put on under their masks, Anti-Venom peeling back his symbiote from around his ear and putting his on. "I can help coordinate from here and give you guys a bird's eye view of the entire city. Whatever the cops see I can see." He says as he sets up his laptop and hooks up some other equipment.

"Great idea, we can cover a lot more ground and be better prepared to mobilize at any given time." Scarlet Spider says as the trio head out. As they do Eugene puts on a separate headset.

"Hey you there, it's me?" He says over the comm.

"Yeah, I'm here." A voice says on the other end

"Where are you?"

"Where I need to be, is everything set?"

"Yeah the codes to get into the police secure frequency worked like a charm."

"They did ten years ago, surprised they haven't tightened the security that much. It just makes it easier for us I guess. Hey you're breaking up a bit, where are you?"

"Where I need to be, I'll be sure to keep you posted."

"Alright just make sure their ready for me."

"Will do Mr. Big Man, sir."


	3. Chapter 3

Above the city Comet, Warp, and the recently freed T.C. sit onboard the floating carrier as it hovers thousands of feet above the city. With them sit 28 recruits with similar but less advanced flight gear. As they all get ready Comet stands up and preps the team. "Alright gentlemen this is the big day. Now I know you haven't had much practice with the equipment, but I'm confident in your abilities. Don't worry about being seen, this ship is cloaked with an advanced stealth system. I need to confer with our employer so I'll entrust Warp with the remainder of the instructions." The leader departs to another part of the ship as the black and purple merc continues.

"Okay boys, here's how it's going to go, to better perform out there we are dividing into teams of five and cover several parts of the city. Each of your flight jackets has a meter that lets you know just how much full is in your pack, it also tells you the charge of your weapon. When your cell runs low the pack's auto pilot will get you back to base. To better conserve your full cell you're all wearing wing suits to glide down to the right altitude where you'll then engage your pack." Just then one of the recruits raises his hand. "Yes."

"Excuse me sir, but how can we divide into groups of five when there are thirty-one of us?" he asks.

"Excellent question, hey T.C. I could use your help with a demonstration." T.C. walks over to Warp as he opens the door on the side of the hanger that overlooks the river thousands of feet below. "T.C. here will demonstrate how this will work, if you'd be so kind." T.C. looks out then jumps. As he dives he attempts to open his suit's wings only to find that they shred on contact with the air, he then tries his pack which only sputters out. He starts panicking and screaming as he crashes into the water moments later, all the recruits looking on in fright. Warp looks on smiling. "Rat." He says to himself. "Now we have thirty, any other questions? No? Alright then, Mouth, you're in charge of strike team two."

"Woo hoo!" a man with spikey blonde hair says cheerfully, throwing his hands up.

In the city Mr. Negative stands above his army of Inner Demons with Hammer Head by his side. He looks out over them then raises his hand. The small motion causes them all to disperse. "Hammer Head, I trust you're loyalties are not in question?" Negative asks his right-hand man.

"Don't worry boss. You got nothin' to worry about."

"This Gou has pushed this confrontation. It is only proper for us to balance the scales by crushing his reign of madness." He says as he pulls out a katana that glows with a black energy. He slashes the chair that stands behind him as it falls in half seconds later.

Across town Hobie is at Mindy's house in the city as everyone is evacuating. He doesn't bother knocking on the door as it is open as she bumps into him. "Hey."

She almost knocks him over as the two hug. "Hobie, what are you doing here? Everyone is evacuating."

"I just got back, thought I'd come by to help."

"Well there's not much else to do, we're leaving just about everything."

"No, I mean I'm staying here to help, the others and I."

"What are you talking about?" He opens the bag on his shoulder and shows her his Prowler gear. She looks in disbelief and steps back for a moment. "This is a joke, right?" he slowly shakes his head in disagreement. She slaps him in the face, than kisses him. "Be careful, and I want the whole story when you get back."

"You really are the greatest."

"Yeah, I know, now go okay?" she says as he rushes off. He makes his way further into the city and finds the first scenes of combat between the Maggia and the Inner Demons. He instantly jumps from the rooftop and uses his claws to slide down the building and throws several pellets between the combatants, releasing a thick cloud of smoke. Touching down, he charges in, attacking two of the Maggia thugs, making quick work of the two, the Inner Demons quickly regaining control of the situation and setting their sights on Prowler. He turns as the smoke clears and engages the four in combat. The group does battle as Prowler dispays his newly acquired skills to take out the group in quick order, only to find that they rise again every time. He finds that he is increasingly outmatched as they proceed to gain the upper hand. They back him into a corner and move in for the kill.

Just then shots are fired from down the street as a unit of police cars arrive. The Inner Demons break off the engagement as the officers move in around the area. "Thanks, for a second there I thought I was done for already." He thanks the officers as they surprise him with several guns pointed in his direction.

"Hands in the air, now!" they shout.

"Hey, I'm one of the good guys." He backs up as the officers continue to yell for him to stop. He looks behind them and sees several figures flying through the sky. He watches as they aim their weapons, then acts, tackling the officer in front of him as the airborne attackers open fire. The other officers scramble for cover as Prowler opens fir with his wrist blaster.

"We have made contact with the enemy, and boy they are not happy to see us at all." Squad leader Mouth says as they circle their targets for a few moments, reigning down fire on the unit, then taking off as quickly as they appeared.

Hobie jumps up and, after making sure everyone is okay, takes off before the officers can regain their senses. "What was that all about?" he says as he sees a bright flash in the distance. He heads in that direction and, in an alleyway sees the familiar face of Spider-man, in a new silver and black armored costume, as well as a few new faces. He hops down in front of the group. "Hey Spidey long time no see."

"What can I say? I got homesick. Gang, Prowler. Prowler, meet Pixie, Jubilee, Rockslide, Rubbermaid, Nightcrawler, and uh…" Spider-man says a little confused as he tries to introduce the newly disguised Sable.

"Scourge, good to meet you." Sable says identifying herself as she shakes Prowler's hand.

"Now that the introductions are done, what's going on?" Spidey asks

"Your guess is as good as mine, I got here two hours ago and things are already crazy. The Inner Demons and Maggia are duking it out in the streets. On top of that the police tried to shoot me. If it hadn't been for those jet guys…"

"Well this seems like things are already at the worse setting."

"You have no idea. We should get to the hideout and regroup with the others."

"You guys have a hideout? Wow, all I have is a corner in the back of my closet." Pixie says as she hovers over the group. The large team makes their way back to the Spider's Web via Nightcrawler's teleportation abilities. The instant appearance causes Eugene to fall out of his chair as they come up behind him. He scrambles to his feet, attempting to regain his composure. "Hey Eugene, how's it hanging?" Spider-man says to the startled blonde.

"Never do that again. Hey Prowler. Uh, who are all these people?"

"We're the new muscle chubby." Jubilee says enthusiastically.

"Great because we can use all the help we can get." Fire Star says as she, Scarlet Spider, and Anti-Venom come up behind the group. She stops and looks at Spider-man. "Nice of you to show up, didn't expect you to even bother." She says with a harsh tone, causing the others to take notice.

"Fire Star, we need to work together on this, so can we talk this out now so we can stay focused?" Spidey says as she agrees and the two walk into a room away from the others and close the door. Everyone sits or stands as they can hear everything going on inside:

"How could you just leave me here to clean up your mess?"

"I needed time to think, to get my head on straight."

"So you just up and leave?"

"Will you just calm down."

"I AM CALM!"

"Liz wait, what are you gonna do with that? Put that down!"

The group then hear a barrage of smashes, bangs, and see flashes of fire from the edges of the door. Eugene breaks the tension. "So, you guys are mutants?" he asks Pixie.

"Yeah, you a hero?"

"Used to be. What are your powers?"

"I can fly and release a hallucinogenic dust."

"Cool."

"What about you?"

"I had a suit that hops around."

"Cool. We should probably end this." she says as the group knock on the door and open it. They see Fire Star lifting up a huge crate with Spider-man clinging to the upper corner of the room. She drops the crate and tries to relax.

"Okay, so you good? If so tell me because I'd really like to get down." Spider-man asks as she nods and he slowly comes down. "Alright, so what's our next move?"

"Seriously?" Fire Star asks.

"Hey, I just got back you know more than I do."

"Alright then, everyone huddle up." She says as the large group gather together for the briefing.


	4. Chapter 4

The group divides into four teams: Team one is Fire Star, Jubilee, and Scourge. Team two is Spider-man, Nightcrawler, Rubbermaid, and Scarlet Spider. Team three is Prowler, Anti-Venom, Pixie, and Rockslide. Everyone gets ready to head out as Peter walks over to Kurt who is kneeling down with his eyes closed and his hands crossed. Peter waits patiently as Kurt finishes. "Nervous?" he asks as the blue skinned mutant rises.

"I pray on every assignment we do, for everyone, to keep us save, to help us to do the most we can, to save as many as we can. And, if we should fail, to find the strength to endure, to ask for forgiveness, and find it in our hearts to forgive ourselves."

"You know Kurt, I've never met anyone as optimistic as you."

"A little faith goes a long way." Peter than turns his attention to Prowler.

"Hey Hobie, just wanted to tell you to be careful out there. And watch your back."

"For Eddie? Liz says he's on the up and up."

"Between you and me, Liz could say that six ways to Sunday and I'd still be skeptical. She's in charge of this though, so follow her orders. Just remember what I said."

Prowler gives a silent nod. "Hey Spidey here." He says as he hands hi an envelope.

"What's this?"

"A…friend wanted me to get it to you. I've got a contact on call that's gonna keep us posted on what's going on in the city. They contacted me in California and wanted to make sure you got this. Don't open it til after we head out."

Across the room Liz is on the phone with her parents. "Don't worry Mom I'm fine. I'm with some friends and we're bunkered down in Madison Square Gardens. Yeah I know, I love you too." She hangs up and turns back to the others. "Alright everyone, this is it. I'm no good at speeches so this will be short, just take it easy and remember what I said. The police, whatever their reasons for gunning for us may be, their just doing their jobs, so no attacking theme. You all know your assignments. Let's move." The groups head out as Eugene coordinates their movements.

Sable follows Fire Star on a hover board made by Frogman with the words "Rocket Racer" written on the face, as Jubilee rides on the back. Spider-man and his team head south of them and Prowler's team head north to take on Mr. Negative's forces.

Spider-man and his team make first contact hitting the Maggia forces lead by Man Mountain Marko, sporting a new spikey hairstyle. Nightcrawler and Scarlet take out a group heading their way as Rubbermaid jumps in and attacks Marko, wrapping her body around him. He breaks out of her grasp, grabs her and starts using her as a whip to attack Spider-man. "Hey check it out, I'm a spider tamer."

"Spidey…I'm…going… to …be…sick!" Rubbermaid screams as she is thrown back and forth. Spider-man weaves through the attacks and finally reaches Marko, disarming him and throwing an uppercut that causes him to stagger back. Rubbermaid quickly rushes over to a garbage can and starts throwing up inside.

"Come on Marko, we've done this before and you…" Spidey is cut off as Marko slams him against the ground then tosses him across the street. "are a lot stronger than before." As Scarlet and Nightcrawler continue their attack on the thugs they look up as five jet troopers, lead by the red and black clad Mouth attack from above, reigning down fire on the team. "Mr. Marko congratulations, you've just won our weekly sweepstakes. This week's price is a five man squad with one big freakin' gun." Mouth says as he pulls a large rocket launcher like weapon from his back and begins reigning fire down on the heroes.

Nightcrawler leaps into action, teleporting over Mouth and attempting to jump on him only to be shot in the side by a blaster bolt by one of the other troopers. He falls out of the air as Scarlet swings in and grabs him. "I got you kid." She lays him down on the sidewalk out of the action and leaps back in. Spider-man is still in combat with Marko, doing his best to dodge and weave his attacks as he waits for an opening. He finally gets one as Marko throws a left cross and he ducts under it to deliver a powerful combo of blows. "Call that my 'Crawler Assault'." Spidey jokes as he sees Scarlet fighting the jet troopers.

"Hey, Spider-man." Rubbermaid yells to him from across the street. She uses her long legs to jump over to him. "She needs our help. Well come on, throw me at'm, throw me at'm." she says as she morphs into a ball as Spider-man uses his strength to throw her at one of the thugs as she ricochets off the others, knocking them out of the sky. "Now that's what I call hardcore pinball." Mouth says as he reels from the attack and stands up brushing himself off. "Oh Mountain." He shouts in a playful tone as Marko gets up, picking up a car to smash the heroes.

Spider-man and Rubbermaid prepare to evade, but Scarlet Spider simply walks over to the behemoth. "Hey there big boy." She says gently stroking his face. "You wouldn't hurt little ol' me with that, would you?" she asks as he lightly shakes his head putting the car down. "That's a good boy." The other two heroes watch in shock as she handles the large man.

"Marko, what are you doing? You're the bad guy, she's the drop dead gorgeous, voluptuous, knock out of a…Where was I going with this? Whatever, the point is you don't mix pleasure with business you big dumb, incompetent sack of spikey haired potatoes." Mouth berates him.

"Oh my, a big strong man like you is certainly not going to take that from this string bean are you?" she asks as Mountain shakes his head in disagreement as he grabs Mouth by the leg and slams him several times against the ground. As he releases him, the other jet troopers take off in shock as Mouth joins them, flying through the air with all the grace of a one-winged housefly. Spider-man and Rubbermaid stare in amazement, Rubbermaid's jaw actually hitting the ground. "What was that?" Spider-man asks Scarlet Spider.

"Oh that? That's what's called pheromone control. I can emit chemical secretions that cause arousal in men, makes them do anything I want. Like Marko here. That reminds me, hey sweetie, the police are on their way, do you mind if I knock you out and tie you up for them?" she asks as he stands quietly. She jumps forward and punches him out cold, then webs him up. "I can also stimulate the fear center in females."

"You've never used that on me have you?" Spidey asks curiously.

"Maybe." she says playfully, helping Nightcrawler up as the group take off as the police arrive.

"You see? Spidey and his friends just took down a whole squad of mobsters. What do you call that other than heroic?" Stan Carter says confidently to Captain Hayashi as the senior officer looks over the area.

"All I see Mister Carter are the actions of an unwanted vigilante and his cronies in police affairs. And I assure you they will be dealt with severely."

As Spidey and his team take a breather on the roof of a building he stops and opens the letter that Prowler handed him. Inside is a note that reads:

Dear Peter,

It's Captain Stacy, that's right son, I know it's you. I've known it was you for quite some time now. More importantly, if you're reading this letter it means I'm dead. Whatever happened I don't want you or anyone else blaming themselves for what happened. Danger is part of the job, as you well know. I just want you to know that no matter what happens, no matter who might get hurt or worse, never give up. Too many more people are counting on people like you to do what's right. I'm proud of you son, and I know your uncle Ben would be too.

Your Friend,

George Stacy

P.S. Watch out for Gwen for me will you.

Peter puts down the letter and looks out over the landscape. "You alright Pete?" Scarlet Spider asks as she and the others look over at him.

"Yeah, I'm fine. Let's head back out and put an end to this."

"Hey Spider-man." A call goes out over the headset. "It's Prowler. We have a situation here. There's this large neon sign down here challenging two heroes to a fight. They know where here now, and my contact confirms they've got hostages. What do we do?"

"It could be a trap but if they do have hostages then we don't have much of a choice. We'll have to send someone."

"I'll do it." Prowler responds "I can put Pixie in charge for now."

"I've got his back, I'll meet you there." Scourge answers as she takes her hover board and heads toward the rendezvous point.

Elsewhere, the patience at Ravenscroft are being transported to a safer location, Norah Winters among them. As they head single file down the hall, Norah picking up the rear, two orderlies grab her, throwing a sack over her head and taking her down a hall into a back alley, where a parked van is waiting. "Let me go, let me g…" she stops as one of the men whispers something in her ear. Her eyes widen as they release her, allowing her to exit the vehicle and run down the street as they pick up a radio. "It's done boss."


	5. Chapter 5

Bernard Gou stands at the window of his HQ and overlooks the city as Edward Lavell rushes in. "Sir, Spider-man is back and he didn't come alone."

"As I am well aware Mr. Lavell, but I've had contingency plans for just such an occasion. I didn't come this far to let him or his lackeys stop me. Report back to me when you have some useful information."

"Y-Yes sir."

Across town, Prowler hops across the rooftops on his way to the challenge point. "You there?" he asks over his private com channel.

"Yeah, I'm here. What do you need?" the mystery voice says.

"On my way to meet whoever this is. Think you can scan the area and see if this is some kind of trap?"

"No problem, but I highly doubt it. They only wanted two of you. If they wanted to be really effective they would have drawn all of you in. Of course they could just be trying to divide you. Scanning now, I'm detecting some radio frequencies coming from the area. They seem to be simple radio waves like you'd find in a remote control car."

"Hm, alright keep me posted." Prowler says as he bumps into Scourge who is riding her hover board. The two accidently smash into each other and hit a roof top. "Hey watch where you're going!"

"Why don't you watch it Stalker?"

"It's Prowler."

"Whatever, who is it we're supposed to meet?" she asks as the two hear a sharp whistle and look up to see two teenagers, no older than 17 standing on a building across from them. The two identical men have short cut orange hair. Both are wearing the same sleeveless shirt, short gloves, and black pants. The only difference between the two is that one's shirt is read while the other's is blue.

"Ernesto and Luigi Gambonno?" Scourge says under her breath.

"Who?" Prowler inquires.

"They used to work for my fath… someone I knew. They're former circus performers, acrobats, good ones. They signed on with the Maggia when their circus' ringleader couldn't come up with the cash to pay. They were 12, and even then they saw the potential these two had. Word of advice, don't underestimate them."

"If all the introductions are out of the way," the blue, Luigi says.

"allow us to finish what we have to say." The red, Ernesto says to complete his brother's sentence. He gestures over to the left of the group. Prowler and Scourge look over to see a city bus full of people hanging in midair from two cables, anchored into two buildings on opposite sides of it.

"They rhyme like this all the time?" Prowler asks flatly.

"Yeah, trust me you'll hate it after the first fifteen seconds." Scourge says clearly annoyed.

"Turn your attention to the hanging bus if you please." Luigi continues.

"These people are now part of the trapeze." Ernesto says.

"How we got it up there you ask."

"Just listen and you'll learn."

"The answer to your question is."

"It's none of your concern!" they say simultaneously.

"Okay you got us here, so what do you want for us to surrender or you'll kill the hostages?" Prowler snaps at the duo.

"It's never that simple with these two." Scourge warns as Luigi hops onto his brother's shoulders and begins to speak again. "We pose a challenge of skill if you think you've got it."

Ernesto points over two boxes connected to either end of the cables with a five minute timer on them. "Defeat us within five minutes, or onto the landscape they'll be dotted." He holds up a small remote that appears to set the timer. Also on either of the brother's chests is a small device with a flashing, green light. "These little devices tell are brainwaves together."

"Once you defeat us both they will stop the timed tether."

"And that's these two in a nutshell. They enjoy a challenge and go out of their way to make an elaborate setup to do it." Scourge explains.

"That's where the signal is coming from isn't it?" Prowler asks over his headset.

"Looks like it. They've linked it to start or stop the timer based on their brainwave patterns." The contact says. "If you knock them both out that should stop the timer."

"You said should?"

"There's also the chance that they're lying through their teeth and beating them won't do a thing, but let's try and stay positive."

"Follow my lead and we can pick them off one at a time." Prowler says.

"First off, who died and put you in charge? And second, I've actually fought them before so I should be calling the shots." The two proceed to argue while the brothers look on in disbelief.

"We urge you not to linger in a heated debate,"

"Or else time will decide these poor people's fate." Ernesto says as he starts the timer. "Now come at us if you dare."

"We can handle you, we don't care."

Prowler pushes Scourge to the side and leaps over to the roof where the two are, leaping to kick Luigi. The blue brother however leaps down behind his brother, causing the hero to miss. Ernesto backflips, kicking Prowler in the chest as he turns around, knocking him to the ground. As the hero attempts to get up, the twins perform a double pile driver that causes the hero to scream out. They then pick him up, Ernesto holding him up from behind as Luigi prepares to pummel him. "Hold him just like that,"

"Prepare to be beaten by an acrobat." As Luigi moves forward, Scourge soars in, kicking Luigi away. "Duck!" she yells to Prowler, who lowers his head exposing Ernesto's behind him as she performs a high kick into the brother's mouth. She lands down to help him up. "You want to take my advice now?"

Prowler brushes her off as the Gambonno brothers charge again. They use each other as hurdles as one attacks and the other uses his brother as an advancing springboard for his attack. They force the two back to the edge of the roof as Scourge pulls out a pair of handguns and opens fire on the two who evade and land behind an air conditioning unit.

"I do believe a gun is cheating." Ernesto

"Yeah put it away or their chances of survival are fleeting." Luigi

Scourge hesitates then holsters the weapons. "Okay I'm open to suggestions now." Prowler says. "These guys are near impossible to hit."

"Yeah, together, if we can separate them they aren't much on their own. Of course that's easier said than done."

"We'll figure out something. After you." Scourge charges the two as Prowler follows up. She performs a sliding kick as the two hop over it only to be kicked out of midair by Prowler.

As they do battle the Contact calls over Scourge's line. "Can you hear me?"

"Who is this?"

"I'm here to help you guys end this. The link those two have over the controls can't be that strong, I'm going to see if I can bypass it so you can end this without the hostages being in danger, but I need you to get closer to the devices. I can use the frequency from the headset to hack it."

"Alright, but hurry I don't remember these two being this good."

The three engage in a brutal exchange of punches and kicks as Prowler utilizes all of his training from the last few weeks to hold his own against the master acrobats who nimbly move over and around the hero delivering blows and parrying his attacks.

"You are skilled we must admit." Luigi

"But now it's time to end it." Ernesto. The two move with even greater agility as Ernesto moves behind Prowler grabbing him around his waist, performing a German suplex as his brother jumps up pushing the hero's head down to strengthen the blow that knocks Prowler out cold. The brothers dust off their hands as they see Scourge tampering with the devices. "Now tampering with the device was not in the rules," Luigi

"But if you think we'll let you do it," Ernesto

"You must think we're fools." Both. The two rush Scourge in an attempt to stop her.

"We're out of time! Is it done?" she asks as she jumps up to fight the brothers who quickly begin to overwhelm her.

"Just stay close, it shouldn't be this hard the signal seemed so weak, but it's really tough to crack."

"Oh, okay no pressure really." Scourge says annoyed as she is constantly beaten back by the two. They manage to push her to the edge of the building and prepare to finish her. Just then Prowler hits them from behind a circular green glow coming from the center of his chest under his costume. "What do you say we go another round? Scourge, you keep doing what you're doing." She gives him a nod.

Prowler attacks the two and, remembering Scourge's advice, separates the two kicking Luigi across the roof and singles out Ernsesto, beating him in single combat as the brother struggles to keep pace. Luigi leaps into the air and attempts a diving kick. Prowler moves to the sight causing him to ram into his brother. The both tumble over each other than pop back up. "It seems you've managed to push us back." Luigi

"But let's see if you can handle our ultimate attack!" Both

Ernesto jumps behind Prowler and the two charge simultaneously each holding his right arm out to his side as a foot long blade extends out of each of their gloves. "Twin Razor Pin!" They shout as they prepare to finish the surprised hero. A shot is fired that snaps Luigi's blade off his arm. Prowler seeing his chance rushes the disarmed brother, tackling him than throwing him at his brother. Prowler turns to see Scourge holding the smoking gun as the acrobats look on in disbelief.

"You must want these people to die." Ernesto

"Now say goodbye." Luigi says as he pushes the button. Nothing happens as he frantically pushes it. "I think it's time to go."

"Yeah I was just thinking that bro." Ernesto says as the two are kicked to the side by Prowler as Scourge stands next to him. "I think it's time we dispense with the rhyming."

"It really seems to be affecting our timing." Luigi says as the two stop.

"We did it again!" they shout in unison as their heads are knocked together by a dual punch from the heroes, knocking them out.

"As the French say, fin." Scourge says.

"Hey, I see what you did there, fin and again. That's funny. High five." Prowler says holding up his hand. Under her mask she looks amused as she high fives him. "Now how do we get them down?"

"I'll handle it." Fire Star says as she flies over. "Seems I got her just in time." She says as she levitates under the bus, burns the cords and lifts the bus under her own power, gently lowering it to the ground.

"Well actually a little earlier wouldn't have hurt, but thanks. Now we should get back to the action." Prowler says as he opens his private com. "Hey we have the hostages you think you can direct the police this way to pick them up and take the brothers in?"

"No problem, good job out there by the way."

"Hey we're far from done yet."

Back at Gou's HQ, Lavell in his Eel costume walks in to Gou who has his back turned to him. "What is it?"

"Ernesto and Luigi lost. The police reports just confirmed."

"Yes I'm well aware. But you've come for something else I think."

"Just wanted to keep you posted sir." Eel says as he silently raises his hand at Gou charging an energy blast. "And to do this!" as he prepares to fire his suit fizzles out. "What?"

Gou turns around holding a remote. "Found this in Sable's quarters. It cuts the power to your suit. Thought it might come in handy. And now if you would be so kind Mr. Marston." He says as the serpentine Marston leaps from the ceiling, wrapping himself around Eel and begins constricting him.

"Waited a long time for this." Marston says as he tightens his grip.

"Now Marston, I reviewed the Gambonno's performance and noticed a hacking signal that neutralized their trap. The signal came from somewhere in the city. I want you to get someone on pinpointing its location and end whoever you find." As he says this he hears Eel's spin snap as Marston releases his grip and confirms the order.

At the Spider's Web Eugene continues to work at the controls and hears a sound coming from behind him. He silently and slowly hits a switch at the control panel and hears a loud clang. "Thought you could sneak up on me huh?" he turns his chair to see the clones Michael and Vana in the cage trap.


	6. Chapter 6

Prowler makes his way back to the closest battle zone as he joins up with Scourge, Fire Star, and Jubilee. "Hey, have you guys heard from Pixie and the others?" he asks as he runs along the roof.

"There doing fine, they've taken care of a small group of Maggia forces. I told them to keep in contact." Jubilee says, riding on the back of the hover board. "But seriously she can handle things."

"She's not the one I'm worried about." Prowler says as Fire Star glares at him. As they make their way through the city they see a large amount of Inner Demons battling the police.

"So, just curious, how did Spider-man wrangle you into this Jubilee?" Fire Star asks.

"He's an old friend of mine, and we kind of dated for a while." Jubilee says chuckling.

"You too huh?"

"Wait you dated him too? I met someone else. How'd he let someone like you get away?

"We weren't really compatible. Did you guys ever kiss?"

"Yeah, once or twice, how about you Scourge?"

"Yes." She says humorously.

"Yes what? Wait a minute, you kissed him too. Man this guy gets around." Jubilee says a bit flustered as Prowler rolls his eyes hoping this trip will be over soon.

At the hideout, Eugene greets the clones. "Oh, hey guys, long time no see. For a second there I almost mistook you for a threat."

"Hey Mr. Frog." Vana says politely.

"What's up?" Michael says as Eugene counts. "Wait. Where's my sparring partner?" he asks.

"Patrick? We have no idea. We split up over a month ago and we haven't seen him since. By the way can you let us out now?"

"Sorry, no can do. Fire Star gave me strict orders to hold you guys here if you came back. I'm not doing anything else until they get back."

"This is Officer Stan Carter. We're pinned down and need back up, sending our coordinates." He ducks as the criminals open fire on them. As the heroes close the distance a large armored vehicle barrels toward the officer's position.

"Rematch time, Scourge you give cover for the officers. Prowler and Jubilee, take out those troopers. I'll stop the truck." Fire Star orders as she blazes toward the vehicle, ramming through the engine block, grabbing Overdrive out of the driver's seat and smashing through the rest of the truck as it careens to the left crashing into a building. She then slams the villain against the ground. "Not so tough without your car are you?"

"Don't need to be." Overdrive says as a Stilt-man appears in on Fire Star's left extending his leg and slamming her into a building. He retracts the limb and helps up his partner. They then join the battle against the other heroes. Overdrive pulls out her sonic pistol and fires on Scourge who takes cover with the officers. Stilt-man extends his legs to climb to three stories tall and begins stomping around to smash Jubilee and Prowler who are still in combat with the Inner Demons. He smashes several of them, but they get up and rejoin the battle seemingly unharmed.

"You're not exactly the reinforcements I was expecting." Carter says to Scourge.

"Well we could leave if you'd like." She says as she throws one of her sharp throwing chai at Overdrive, jamming her sonic gun, causing her to throw it away.

"Hey the new boss may have a problem with you guys, but I'm not going to look a super-powered gift horse in the mouth. Just tell us what you need and we'll do all we can."

"What's with these Inner Demons?"

"No idea, they don't go down. And the more you shoot them the angrier they get."

"Really? Cover me." Scourge says as she draws her pistols and charges at the Inner Demons as Carter and his men give her cover fire. Seeing this Overdrive orders several Inner demons to come with her as they retreat. Stilt-man continues his rampage as Fire Star rejoins the battle. Jubilee pelts him with her pyrotechnic attacks as he stumbles back. Prowler has his hands full with the other criminals as they surround him. "Need a hand?" Fire Star puts a circle of fire between him and them and lands down behind him so that the two are back to back.

"Hey, how come you don't burn me even though we're not more than three inches apart?" he asks curiously.

"While you guys were gone I did some training of my own. Even when my powers are active I can choose who and what I burn." She tells him as the Inner Demons charge around them and the two blast and punch them.

Meanwhile Stilt-man is still being beaten back by Jubilee, extending his legs even higher where her energy blasts can't reach. "Jubilee, catch!" Scourge says throwing the girl the hover board which she jumps on, using it to glide up the villains leg and deliver a powerful uppercut that knocks him to the ground. The villain holds his face yelling. "Why do you always aim for the head?" he says shouting.

"Wait a minute." Jubilee says as she marches over to him yanking off his helmet, revealing the blue skinned mutant, Jazz. "Jazz you're alive?"

"Uh, surprise." He says half smiling while still very much afraid.

"What the, how did you not die?"

"Well when Black Racer found me we struck a deal. I pay her off and she lets me high-tail it out of town. I headed here and the guy who had this piece of garbage 'vacated' the premises. And here I am." He chuckles as she punches him in the face again. "Why?" he yells.

"That's for scaring me. Now tell me everything you know about Mr. Negative's operations here." Before he can say anything the group hears a loud stomping coming down the street. They look up to see a four story tall robotic suit painted black and white. The remaining Inner Demons retreat as the machine stomps through the area.

"I'm back!" Overdrive says from the cockpit as she aims the left arm that fires a thin beam of energy that easily slices through cars and building alike.

"Everyone move!" Carter shouts as his team falls back.

"You're little toys just keep getting more and more extravagant don't they?" Fire Star says as she shoots a concentrated stream of fire at the machine. The mech simply pushes through the flames, slamming Fire Star against a building. "Come on." Scourge says as she and Jubilee take to the sky and reign fire on the machine.

"Great let me have all the fun down here." Prowler says as he stands alone against the machine. He dodges and climbs up a building as the machine fires a volley of rockets at him. "Run all you want, it won't do you any good. I'll get tone on you eventually." She moves the right hand up and several rapid fire guns open up on the hero. Prowler hops into an open window and rushes into a hallway.

Above, the two heroines fire upon it to no avail. "Hold on I've got something for it." Scourge says as she reaches behind her and grabs her rocket launcher off her back. She fires the single round and blasts a whole into the left side. The rupture shakes the cockpit, causing Overdrive to rip her helmet off in frustration. She swings the mechs arm and attempts to smash the pair. Fire Star intercedes by shooting more fire, shielding the two. Prowler sees his chance and pounces into the hole in the robot. "Now let's see what I can mess around with. Let's start with the sub-systems. Then we'll move on to the weapons." He says continually ripping out wires and panels.

"What's going on?" Allison, a.k.a. Overdrive screams out as she tries in frustration to get the suit to work. She opens the hatch just as a police van drives up. Hayashi steps out as CODE BLUE takes the field around him. "Officer Ruiz, take care of this." he orders as a muscular Hispanic woman runs over and fires a grenade launcher into the cockpit of the mech, forcing Allison out as she attempts to run. "Rassitano, you're up." Another, younger man with shoulder length hair grabs a sniper rifle and within a second shoots the woman's legs from under her, sending her to the ground. "Excellent work team, but we're not done yet." Another member of the team fires a net launcher at Prowler as he emerges from the mech. It knocks him to the ground as he struggles to escape only to be hit with knock-out gas.

"Prowler!" Fire Star yells as the officers open fire on them. "Fall back."

"We can't leave him." Jubilee pleads.

"We can't rescue him without hurting the officers. We'll find another way I promise." The group hesitantly flee the area.

As the officers load Prowler into the van Carter rushes over. "What are you doing? They just defeated that thing and saved the squad!"

"Correction Officer Carter, we captured the criminal and one of the vigilantes." Hayashi says confidently as Carter punches him in the face and tackles him to the ground. The other officers grab Carter and handcuff him, putting him into the truck with Prowler as Dewolff looks on in shame.

At Harry Osborn's apartment, he sits watching the television as the news reports flood in. Suddenly he is grabbed from behind by a woman with blond hair and her face painted green with a purple hoodie. "Listen and listen good. I need your father's goblin equipment and don't lie, I know you know where it is."

"You, you killed Gwen. I'll never forgive you."

"Neither will I, but I don't need your forgiveness I just need the equipment. The city is tearing itself apart and, whether you believe me or not I'm trying to help. After I'm done then you can kill me if that's what you want, until then I need that gear." She releases Harry who walks over to a cabinet. He opens the drawer where a loaded revolver sits. He reaches in and pushes a button on the side that opens a door hidden on the wall across the room.

"There's a tunnel that will lead you out to the pier after you gear up." He says as she nods in agreement and dashes in as the door closes behind her.

"Harry what was that?" Emily Osborne says as she walks into the room.

"Oh nothing mom, just the tv."


	7. Chapter 7

As the action around the city escalates, Pixie, Rockslide, and Anti-Venom spot Bullwhip, Ox, and Ricochet pushing back a group of officers several blocks away. "Pixie to Fire Star, do you read me?"

"I read you Pixie. What is your status?"

"We've spotted the some guys in fancy suits and are engaging."

"The Enforcers, watch yourselves, they're pretty tough."

"Hang in there, I'm on my way." Spider-man says over the com.

"Spidey relax, they can handle this." Fire Star argues as the two go back and forth.

"It's not them I'm worried about, it's 'him' I don't trust."

Pixie and the other two rip off their headsets. "That was a boring conversation anyway." She then turns her attention to Anti-Venom. "You okay?"

"Fine, why?"

"Spider-man has a problem with you being on this team doesn't he? What did you do to him?"

"Let's see, I attacked him, tried to kill the girl he liked, and then I tried and to depower him and expose his identity."

"Wow, you've really managed to step on his toes here and there haven't you?"

"I did some stuff I'm not proud of, but I'm trying to make it right."

"Noble of you, I take it Spider-man doesn't feel the same?"

"Me and him used to be like brothers. Some stuff happened and well, here we are." As they finally reach the area they are shocked to see the Enforcers savagely beaten unconscious among several downed police officers. "What happened?" Anti-venom says as they land on a roof.

"Yours truly happened." Scream says as she crawls up behind them holding an unconscious officer in her claws. "We were wondering how long before you decided to take the field Eddie."

"Sally? But the symbiote was destroyed."

"You know what they say about half of what you see Eddie." Scream tosses the officer to the side as she mocks the three. "Oh boys!" just then five jet troopers lead by Comet rise from behind the building and fire on the group.

Anti-venom and pixie both take cover. Rockslide, however takes the full brunt of the blasts as they bounce of his rock skin. "Enough of the pea shooters, let's see what you've got." He charges straight for Scream as the other two yell for him to stop. She easily evades his attack by leaping over him, slamming her legs against his back forcing him down. The villainess lands on his back and savagely beats him into the roof, knocking him out cold. She crouches down on top of him and begins tapping the back of his head. "You're the slow one of the team aren't you?"

Anti-venom sees that Pixie is eager to help her friend and decides to take control of the situation. "Pixie, I can get Rockslide, but I need you to draw off those flyers." She nods in agreement and takes off as the group gives chase. Anti-venom than emerges and walks toward Scream. "It's just you and me now."

"Wouldn't have it any other way." She says as the two leap and tackle each other in mid-air as they claw and slash at each other. Scream kicks him away and forming her arms into whips begins swinging them at the hero as Eddie evades the weapons. "You know Eddie, we're surprised you gave us up, then again we're a much better team."

"Sally listen to me, you have to get control." He says as Scream's left arm raps around his waist and begins slamming him continuously against the ground until he stops moving.

"Oh, we have control, more than you ever did." She kicks him in the side. "And as soon as we're done with you we'll finish Peter, Liz, Hobie, and all those other losers." As she says this Anti-venom jumps up and grabs her as the two suits meld into a large mass. Eddie opens his eyes to find himself without the suit as he stands in the middle of a court room. He looks up to see Sally without her Scream suit sitting in the judges sit. "Court is now in session, the People V. Eddie Brock." She says as she slams the gavel down. Eddie looks around to see the entire jury section made up of the blonde girl.

Meanwhile Pixie is busy being chased by Comet and his team as she bobs and weaves through the city. The first of the group gets on her six and opens fire. She climbs and flies under a water tower as they follow her path. She folds her wings in, allowing her to pass through the wooden supports. "Pull up!" Comet yells as the group split to avoid the obstacle. The second to last fails to act fast enough and clips his leg on the beam, causing him to spin out of control, crashing into a building window. "Stay on target gentlemen." The leader orders as the remaining members form up. They follow her every move as she dives low to the street. Comet gives a hand gesture to the group as two break off as he and the remaining flyer stay on her opening fire with their blasters.

"You guys are persistent. Let's see if you can really keep up." She says as she flaps her wings faster, giving her an increased burst of speed, leaving the two in the dust behind her. Pixie begins to chuckle only to see the other two blocking her path. "Maybe I'm the slow one here." She frowns as Comet and his wingman come from behind, surrounding her. She quickly spreads her Pixie dust over the area. It however has no effect on the group due to their helmets. Pixie rushes forward, stealing one of the trooper's blasters, kicking him back. She uses the distraction of the cloud to climb vertically and rises into the sky as quickly as she can. The group sees this and follow suit, rapidly gaining on her as they fire their weapons. She climbs higher and higher, feeling her wings giving out and her strength failing. She looks down to see the group still following and finally decides she has gone far enough. She then folds her wings in and allows herself to free fall as the group passes her. She opens fire on them taking out two as they fall back to earth.

Pixie attempts to turn midair. "Oh man, I took it too far. I'm not gonna be able to stop in time." She closes her eyes and waits for the eventual splat. She is pleasantly surprised to feel a bouncing sensation. She opens her eyes to find herself inside a giant spider web along with the two troopers.

"Thought you could use the spidey instant trampoline. Only four easy payments of $49.99, I'll bill you later." Spider-man says as he lands down next to her, Nightcrawler, Rubbermaid, and Scarlet Spider joining him. Seeing the odds turned against them, Comet and his remaining trooper retreat. "Are you okay?"

"Yeah, I'm fine but, Anti-venom." She says realizing her teammate is still missing. "We have to hurry he's still with that monster." She jumps up flying back in that direction as the others follow closely behind. They reach the roof where the two had been only to find a mass of white and orange goo. "It looks like a mutant crème sickle." Scarlet Spider says as Rubbermaid sticks her head over the roof and begins to throw up again. "Seriously, how big of a breakfast did you have?"

"He's in that?" Nightcrawler asks.

"No, I think he is that, the two of them must have fused together to fight on the mental level. It happened to me the last time I tried to fight the suit."

"How do we help him from out here?" Pixie asks.

"Well I have a plan just not sure how well it will work." He walks over to Nighcrawler and whispers to him.

"Well okay, but this will definitely hurt." He holds onto the blue mutant's shoulder as he teleports the two out of sight of the rest of the team and then appears again seconds later tumbling across the roof without Spider-man. The rest of the team rush over to him.

"Where's Spider-man?" Scarlet asks as he points over to the pulsating mass.

Inside, the mock trial goes on in Eddie's mind as Sally hammers away at his defenses. "So you admit that you purposely attempted to kill Gwen Stacy, one of your closest so called friends?" she says as she passes back and forth in front of him in a black business suit.

"I made a mistake." He yells in his defense.

"Let it be known that Mr. Brock claims this was an isolated incident. But his record shows that he on several occasions attempted the murder of not only Ms. Stacy but also May Parker, Peter Parker, as well as dozens of innocent civilians. This man is clearly a danger to every man, woman, and child in this city and the people of New York demand that immediate action be taken against him without delay." As the lawyer Sally says this, the jury roars in agreement. Just then the judge Sally slams the gavel. "Order, order in the court. Mr. Brock, with the substantial amount of evidence against you I have no choice but to sentence you to death by skewering, to be carried out immediately." As she motions to slam the gavel a stream of webbing catches her hand.

"Not so fast your craziness, a surprise witness has just arrived." Spider-man says as he appears from the darkness.

"Peter?"

"Hey bro, Pixie said you might need a hand. From what I can see you're not the only one who needs help." He says looking up and around at all the Sally clones.

"Court is now in session, the People V. the annoying hero." Sally says slamming her hands against the podium, smashing it to pieces. She and the rest of the copies attack the two.

"I think I owe you an apology Eddie." Spidey says as he evades strikes from two of the copies, slamming their heads together as they disappear.

"Hey, you wouldn't have distrusted me if I hadn't given you good reason two. Maybe If I hadn't lost it like that Gwen would still…" Eddie says as he grabs a copy and chucks it into a group of others as they vanish as well.

"Gwen wasn't your fault bro, the guy whose responsible is somewhere in this city and I could really use your help to take him down. So, water under the bridge?"

"You know it." They say as they finish off the last clone. Sally stands alone as she dons her Scream guise. She lunges at the two as Peter rushes forward only to be slapped to the side. Anti-venom grabs her in the air and slams Scream to the ground, pinning her. She counters by allowing spikes to protrude from her skin knocking him back as one pierces his hand. Spidey fires webs to her back, swinging her around. She sticks to the ground and reverses the move swinging him then pulling him close to her as she forms her free hand into a spear to stab him. "We won't lie to you. This is definitely going to hurt."

Just as he approaches, Anti-venom jumps in the way, grabbing Scream and lifting her in the air. Spider-man falls to the ground and watches as the two struggle. Scream eventually gets the upper hand stabbing Eddie in the chest. "Now you die." She raises her hand to strike down her defenseless opponent, but as she brings her hand down Anti-venom stops it with his right hand. "You know Sally your right. I have done a lot of bad stuff. But the good thing about me that makes me stronger than you is that I have friends who are willing to forgive me for the mistakes I've made. You on the other hand." He delivers a powerful punch that shatters the realm they are in breaking the bond between the symbiotes and releasing the three into the outside world. "Well that was unpleasant." Spidey says holding his head.

"This won't be much fun for her either." Anti-venom says as he approaches Scream.

"Wait, wait, how about we make a bargain? I have some information you might want. Remember the memories of one host transfers to the next. Here's the deal, you let me go and keep the symbiote and I'll let you in on a little secret about Gwen, deal?" Scream says on her knees.

The two then look at each other for a moment. "You know what we have to do." Eddie says as Peter shakes in agreement. Anti-venom then rushes forward, grabbing her by her head as she begins screaming, violently clawing and shaking. She eventually stops as the symbiote seemingly disintegrates on the rooftop, and the hero finally releases her.

"What did you do to me?"

"I destroyed the symbiote, no one can use its power again."

"No, no, no, no, no, no, no, no!" she says continually as she claws at the roof attempting to find some trace of the alien.

"Should we take her to the cops?" a now conscious Rockslide asks.

"No, leave her. She's no threat to anyone anymore." Peter says as the group leaves Sally.


	8. Chapter 8

"Fire Star to Spider-man."

"Read you loud and clear Liz." Spider-man says as his group make their way through the city. "The Scream situation has been handled, anything new?"

"Well if you think that Hammerhead and about 200 Inner Demons are currently on the move as something new, then yes."

"From what I can figure they're headed for Gou's safe house." Scourge says over the open line. "We could intercept them or we let them take out Gou for us."

"No one's getting killed on my watch. We should head them off before they can reach him. Only question is how do you stop something that keeps getting back up when you smash it?"

"Oh I have a contingency plan for that Spider-man." Gou says, having hacked into the heroes communications. He reaches into his pocket and activates two switches on a remote. "Time for the endgame. Flint, can you hear me? It's time for action." he looks out the window and hits the second switch. "Mark?" he says over a headset.

"Yeah, i'm here."

"Hammerhead and his men are on their way. Stop them by any means necessary and I promise you, after this is all over you'll be a free man."

"No problem." Mark says having his molten powers activated as he heads out to fight.

Spider-man and his team, meanwhile are heading down town when they receive another call. "Spider-man this is Eugene do you copy?"

"I read you Eugene."

"We have a problem, actually two problems."

"You ran out of mini donuts already?" Spidey jokes as he swings through the streets.

"Actually yes, but that's neither of them. First off two of the kids are back, but I've got them secured, second Sandman just appeared on Roosevelt island and is tearing the place up."

"Say no more we're on it." he says. They make their way to the island where a huge Sandman is ramming buildings as Code Blue attempt to stop him. As Spider-man swings in the web suspending him is shot and he tumbles to the street. The others stop and attempt to help, only for Pixie to be grazed in the wing by another shot. Anti-venom swings in and grabs her before she hits the street.

"Now that was a warning shot." a voice says as the group try to pinpoint it's location. "Stand down and give yourselves up and no one has to get hurt."

"Are you crazy? We're trying to help." Spidey says as his spider sense goes off and he evades the next shot. "You guys go. Find Pixie somewhere safe. I'll handle Mr. Happy trigger here." he jumps onto the side of a building as the rest of the group heads toward the Sandman, the shooter all the while attempting to hit the web-slinger. He crawls into a building as another shot hits just above his head. "Okay Pete, judging the angle of trajectory the shot came from, there he looks the a small hole in the wall at an old building across the street. He grabs one of his web cartridges and chucks it out the window. The sniper instantly fires, causing the canister to explode, releasing a large cloud that allows the hero to leap across to the shooters window as he crashes through.

Spidey looks down to see an automated system attached to the rifle. "Not bad, designed to follow movements and fire on command. This guys good." he senses another shot and jumps out of the way. The shot was fired from a higher level as he makes his way there. "Seriously dude your going to shoot me? What'll that solve?"

"An arachnid problem."

"Well at least your the first person to figure that out. Still, can't you see what's happening out there, we're trying to help."

"Yeah well we don't need it." the sniper, Rassitano says as he hits a switch that turns the gun on the ground around as it starts firing on Spider-man.

In the back of the police van headed toward the station, Prowler and Carter are handcuffed to their seats. Across from them Hayashi sits in silence with two other officers. He finally reaches forward to rip off Prowler's mask. "Let's see who we're dealing with." as he attempts to remove it he receives a painful electric shock that knocks him back in his seat as the other officers come to check on him.

"No touchy." Prowler says humorously as Carter laughs despite their situation.

"Very funny, but I don't think you'll find much to laugh at in a S.H.I.E.L.D. Holding cell." as he says this the van is jerked violently as it comes to a stop. "What's going on?' Hayashi and his men step out to see a group of jet troopers reigning down fire on the convoy. They begin firing at the speeding targets as they wound one of the officers. "Form a perimeter, don't let them through." he says as the men around him comply. As the other officers are suitably distracted, DeWofle makes her way into the van where Carter and Prowler are located.

"Jean what are you doing here?" Stan says as she unlocks him and the hero.

"Saving your butts. Not everyone agrees with Hayashi. I'm not entirely sold on costumed heroes, but it's got to be better than not winning this thing. Prowler, your contact sent me, says you need to find Negative's base on the double. Now go." she says as Carter grabs a shotgun and ammo belt on the rack in the van and the two dash off, Hayashi completely unaware of their escape. She then joins in firing on the troopers who fly off as fast as they appeared. She runs over to Hayashi to report. "Sir the prisoners have escaped. This must have been all part of their plan."

"So it seems. Alright everyone, we're not wasting anymore time here. We have reports of the Sandman on Roosevelt island and we're going to reinforce the team there now move out."

Prowler and Carter watch from the roof as the group depart. "Well what do we do now?" the officer asks.

"We find Negative, take him out and hope the others can handle Sandman."

"Meanwhile Spider-man is still dodging the gun as Rassitano takes shots at him from above. He finally takes out the remote weapon with a well placed web. The gun the beeps for several seconds before exploding. He jumps high into the air, jumping right to Rassitano's level as the shooter pulls the trigger. He is able to evade by quickly shooting a web to his left and jerking his body pulling him out of the way of the shot. "Hey, I don't wanna say you couldn't hit the broad side of a barn but." he swings around webbing the barrel of his gun shut and lunges toward him as the officer pulls out his side arm and prepares to shoot. A fraction of a second later the building shakes as Sandman smashes through the side causing Rassitano to fall off the platform. Before he hits the ground, Spidey swoops in and grabs him, carrying him outside.

"You saved me?"

"Dude, hero, it's kind of what I do." the two land on a nearby rooftop to see the police and other heroes battling Sandman to no great affect. "Look, I know you have your orders and all, but i'm trying to save this city same as you. If you want to arrest me after that's fine with me, but right now we need to take that thing down."

Rassitano pulls out a high tech rifle that folds out at the press of a button. "I'll pot shot him from here. You do what you do best."


	9. Chapter 9

In a small warehouse in the city about a dozen men are on their knees as a Maggia guard watches over them with a machine gun. Suddenly Warp and his team fly in through an open window. He walks over and whispers to the guard as the man hands him the rifle. "Alright gentlemen, Mr. Gou was planning on dealing with you personally, but his plans have recently changed. So today i'll be your executioner." he aims the gun at the first man.

"What, Gou not man enough to do it himself." a man with white hair, kneeling in the center of the group says, turning Warps attention to him. "Alright, you'll be first." the trooper turns his gun to the man. Just as he's about to pull the trigger, Black Cat and Patrick burst through the window, attacking three of the troopers. Patrick distracts Warp and the others as Black Cat frees the men.

"You guys should really watch those smoke trails. In addition to leading us straight to you, it's really bad for the environment." he hops over two of the troopers, webbing them and tossing them at the guard. Warp teleports behind him and tries to punch him only for the boy to leap in the air and punch him in the back of his helmet, cracking it.

Meanwhile, Cat is cutting the men's ropes as they run for the door. "You okay daddy?" she whispers to the white haired man. "I'm fine honey, but how did you find me?"

"It wasn't easy, we had to jump a few guys to get your location. The kid over their can be very persuasive."

"Oh, Gou and the boss are not going to be happy." Warp says, seeing the prisoners escaping as he and his men fire covering shots and retreat. As he exits Patrick lands down next to Cat. "So we're good?" he asks.

"Change of plans kid. I'll be taking my father and getting out of this town."

"You promised. If we find Gou and take him down we can end this before anyone else gets hurt."

"No one's stopping you from helping. Besides the bug will get his."

"Felicia!" her father says as he takes her aside. "Felicia, i'm not leaving with you."

"What, why?"

"I told you before. I've made some mistakes I have to pay for. The most important part of being a Hardy is being good as your word. You understand?" he says as she nods sadly.

"Here's where to find one of the safe houses, i'll meet you there when all this dies down." she hands him a phone with the location highlighted as he heads off. "Alright kid, I gave you my word so let's go this."

"Hey Frank, you should get over here quick. Sandman's tearing those cops and heroes up on Roosevelt. Negatives boys are about to be demolished by Molten Man in Central Park too. The boss wants you back at HQ to bolster the defenses just in case." a voice comes through the communicator.

Patrick grabs a coin and flips it. "Heads I get Sandman, tails Molten Man." he throws it in the air and catches it. "Tails, you got any sun tan lotion."

"Wait, your going alone to fight the fire guy?" she asks.

"Well someone has to hold him off. And by the looks of it Spidey and the others have their hands full."Patrick grabs the device and rewires it. "Okay, here you are. It'll help you pinpoint Gou's location. Take it to Spider-man and take down that fancy pants." he says as the two part ways.

Meanwhile the group are still battling the Sandman when they get a call from Eugene. "Hey you guys I know you're a little preoccupied but Molten Man's been spotted in Central Park."

"I'm on my way, but i'm sending Scourge and Jubilee to give you guys support against Sandman." Firestar says heading toward the park.

"I'll meet you there. There's only so much that I can do here anyway." Scarlet Spider says as she breaks off her engagement.

"Yeah go ahead." Rassitano says taking shots at the immense villain. "We'll just be here making him angry."

Back at the HQ, Eugene is at the control panel. "Eugene let us out." Vana says.

"Well let's see. I said no the first dozen times so no again."

"But you can't just sit here and do nothing. You're a hero." Michael tells him.

"I am not a hero okay. And I have no attention of being one. I am here to coordinate the team and that's all."

"Oh yeah, then why is your costume in your duffle bag?" Michael asks as Eugene tucks the green suit into the bag. And continues to type on the keyboard. All of a sudden he gets an emergency police transmission about a group of jet troopers attacking civilians.

"Oh man, we can't spare anyone else." he says trying to figure something out.

"We'll not exactly." Vana says as he turns to the two. He calls Firestar on her transmitter.

"Uh we have a serious problem Firestar. The clones got loose." he makes noises, stomping around and knocks some things over. "Trying to hold them here."

"Do you need some help?" she asks.

"No, you guys need to focus. I'll do my best to keep them here for now, over and out." he then hangs up and jumps up opening the container the two are in. "Alright, that should about do it. Let's go." he says as he dons his suit and the three head out. On their way they see Patrick in the distance heading in the opposite direction. They cross his path and the group land on a roof. "What's up kid?"

"Not a lot of time to talk, have to go bust up some lava guy. Where are you guys headed?"

"We're going to take down those jet guys." Vana says.

"Hm, sounds boring, later." as Patrick is about to take off Michael grabs him by the arm.

"You're not serious are you? That guy will kill you."

"I'm not weak like you, I can take care of myself." Patrick says as he rips away and heads off on his own.

"I'll watch him, you guys can handle those jet flunkies." Frogman says as he follows the headstrong kid. "Just think before you act."


	10. Chapter 10

Back on Roosevelt Island the team is embroiled in battle with Sandman as They dodge and weave through his attacks. "Marko, what's the deal? I thought we were friends." Spidey says as he swings through the air only to be knocked down as the behemoth Sandman swipes him away. He is caught be Pixie, who slowly lands him on a roof.

"Any real plan, or do you just like being beaten to a pulp?" she asks as the others do their best to slow him down.

"I thought I was the one with the witty remarks?" he says as he looks up. "I don't get it. Marko usually has a mouth on him. But he isn't making one recognizable word."

"And your point would be?"

Across town Gou stands by a monitor watching the fight take place. He holds a controller in his hands, toggling it as he controls all of Sandman's movements. "Impressive isn't it? I had my best tech support guys stick a device deep inside him. The sound frequency allows me to control his every move, so now I can make sure the job's done right." Gou says to Mysterio who stands behind him.

"Very impressive indeed. But what happens if the device is damaged in the battle? Won't Sandman return here to get his revenge?"

"Not likely. The device is designed to stay at his epicenter to ensure it is at it's safest point. There's no way Spider-man or any of his friends will get to it." as he says this one of his men rushes into the room.

"Sir we've lost contact with two of our squads. They've stopped transmitting the coded signal."

"Our the Inner Demons in that sector yet?"

"Yes sir. And we have reports that the Prowler has entered the area as well. He seems to be making a bee line towards Negative's HQ."

* * *

"Hm, this may work in our favor if he manages to take down our common enemy. Tell the boys to let him through and to clear a path for our 'friend'." Gou says, turning his attention back to the screen.

As Prowler and Carter make their way towards Negative's HQ they are set upon by about a dozen Inner Demons. "Man I hate these guys." Prowler jumps forward and begins battling against them. He is soon joined by Carter who opens fire on three of them that causes them to charge toward him. Before they make contact they are knocked away by Scarlet Spider as she webs them up and tosses the trio away. She and Prowler successfully take on the other members before they fall back.

"They've never done that before."

"Yeah I thought they were unstoppable. What are you doing here? I thought you were with Firestar." Prowler asks her.

"I was but she said she had something personal to take care of. And besides I heard you were headed to take down Negative, and I still owe him one."

"Well there's an army of those monochrome freaks between us and him. How do you plan on overcoming them?" Carter asks.

* * *

"With an army of your own." the three turn to see a man in a green suit, wearing a metal mask over his face. Behind him are about forty men with various weapons. "And the Big Man of Crime has just the thing for you."

Back in the fight, the team makes little to no headway as Rockslide hurls chunks of concrete at Sandman as Scourge fires her weapon on full burst, and Pixie and Nightcrawler criss-cross him. Sandman motions and smashes Anti-Venom through a window. Jubilee fires from a rooftop as the behemoth turns and swings at her she dives over the side of the building as Spider-man swings in and grabs her, placing her on the ground. "We're getting nowhere with this Pete, we need a solution. What's this guys weakness?" she asks as they take cover behind a car.

"It used to be water, but unless you've got an ocean to drop on him, we're out of luck with that." Sandman notices the two on the ground and attempts to smash them as Rassitano distracts him with an explosive shell to the head. He sprints and leaps over rooftop after rooftop as Sandman continues to pursue him. He is finally caught as the villain smacks him off the side. Pixie darts in and grabs the officer before he hits pavement and flies off with him just as fast. The team regroups as Sandman makes his way towards them.

"This is really not going well. Please tell me you guys came into this with a better plan." Rassitano says as he takes aim. The team prepares themselves when suddenly, out of the sky the roar of an engine can be heard and, before he can react a large explosion hits Sandman from the side and he topples over against a building. A smoke trail gives a clue as to the team's assistance as Norah Winters, donning her goblin gear lands down in front of the group on her glider.

"What are you doing here?" Spider-man asks, puzzled as to what the reporter is doing in the costume and none too pleased to see her again.

"I know you don't want it, but i'm here to help. So at your service for one night and one night only; Fury the Goblin Queen!" she says as she lets out a disturbingly terrifying laugh.

Spidey contemplates his options before remembering what Hobie told him about her being manipulated. He then extends his hand to her. "Well i'm not going to look a crazed, bomb-throwing gift horse in the mouth. You're in." he looks over and sees Sandman attempting to reform. "And not a second too soon. Hey you wouldn't mind..."

"That's my specialty." she flies up on her glider and begins hammering the behemoth with the new glider's rockets and bombs, knocking him down again. Amongst the sand Rassitano notices something strange.

"Hey Spidey, there's some kind of box inside that sand."

"That might be what's maing him go crazy." Anti-Venom says. "If we can expose and smash the thing he might stop."

"Just give me a clear shot."

"You heard the man. Give him an opening." Spider-man says as the team does everything they can to break down Sandman, blitzing him with every attack at their disposal, the other members of Code Blue even lending a hand.

"Hey Sandy, open wide." Fury says as she drops a large bomb from her satchel into his mouth that finally blasts him apart. Rassitano finally takes the shot, destroying the box before the sand can reform around it.

Back at Gou's HQ the control ceases to work as he smashes it against the ground. "I believe it's time to depart." Mysterio says.

"No, I always have a back up." he says smiling as the box spreads out a large quantity of a white liquid that coats the sand preventint it from reforming. "At worst he will reassemble in the next week. Plenty of time for my engineers to come up with a more permanant solution."

Meanwhile on the Roosevelt Island, the heroes stand around the sticky mass. "Well that's just great. Now we have no idea what he knows." Jubilee says in frustration.

"Whoever did this didn't want him to say a thing. Question is who?" Spider-man says.

"That would be Mister Gou." the group turn and see Black Cat land down near them. "He's pulling the Maggia's strings now that Manfredi's out of the way. And this will take you right to him. Courtesy of your little friend." she tosses the device to him. Just then the Hayashi and the rest of Code Blue assemble around the team.

"Don't even breath. Now all of you put your hands where I can see them and surrender." he demands. "Excellent work Rassitano."

"Seriously, we just helped take down the most powerful villain in town and you're going to arrest us for it?" Rubbermaid complains.

"You are vigilantes who think you can operate outside the law and that will not be tolerated. Take them into custody." he says as he hears a clicking sound on the back of his head, Dewolfe holding her gun at him. "What are you doing?"

"Fixing this mess. Everyone listen, now this fight is a long way from over and if we want to win it we need to work together. Now to the Code Blue teams, I know this isn't exactly how you are used to doing things but these heroes are here to help so I say we let them do their job like we do ours. Anyone who has a problem with that, you can get sandwiched between us and the army of criminals; your choice."

"Count me in. I've got no problem with working with these guys." Rassitano steps up. Soon every other member of the squad quickly agrees to aid them as well.

"You won't get away with this." Hayashi says as they handcuff him and load him into the back of one of the vans.

"So what made you take a chance on us?" Spider-man asks her.

"A friend." she says. "Now if we want to get the city back in our control we need to spread out and keep these criminals contained. Any ideas."

"I've got the Maggia leaders coordinates pinpointed and i'm going to take him down."

"I'm coming with you." Scourge says. "It's payback time."

"It's not a party without explosions." Fury says as she hops onto her glider.

* * *

"Alright, the rest of you are with my teams. We'll split up to cover more ground, and remember to keep in constant contact. Now let's move out."

Across town the battle against Molten man has gone horribly wrong for Frogman and Patrick, the former already defeated on the ground while Patrick makes a desperate stand against him. "Okay Patrick, lesson number one: If a guy is on fire, has super strength and is near impossible to touch, your spider powers were probably a poor match up against him." he thinks to himself before charging at him, ripping a mailbox out of the ground and smashing it over his head. The box simply melts from his heat as he hits the small hero against a wall.

"So, how we doin'?" Frogman asks, still lying on the ground.

"Aw, shut...uh." Patrick says before passing out.

"Now finish them." Gou orders over the nanite communicator he had installed under the molten armor. As he moves in for the kill he is hit by a stream of fire from above as Firestar joins the fight.

"Now i'm only going to ask you one time Mark; stand down." she says as the two prepare for battle.


	11. Chapter 11

"This is you're only warning Mark." Firestar says as she stares down the Molten villain. She look over and sees Frogman, who manages to get to his feet to check on Patrick.

"How do you know me?" He demands to know.

"I...I was asked to bring you home by your family. They want you to give yourself up."

"I can't, not like this." he says ooking down at his burning hands. "Gou says if I do what he says he'll fix it."

"Gou's a liar. He's only using you, and when he's down he'll stab you in the back."

"Mr. Allen, I hear a lot of talking but no smashing." Gou says over the com link. "You're a gambling man. How much do you wager I'll leave you in your current predicament if you refuse to fight? You know what you have to do so do it!" he shouts.

Mark looks down in regret, then back at Firestar. "Sorry but I don't have a choice." he says as he hurls a huge ball of lava at her. She punches it, coming at it full force as it bursts. Seeing the incoming lava, Frogman grabs Patrick and leaps onto a building roof as the two continue. "Oh man, sorry you're not awake to see this little buddy. This is going to be some kind of show."

Firestar blazes through the air at high speed and tackles Molten Man through a building. He counters by slamming his hands into her back, forcing her down, then grabs her and throws her into the street. He rushes toward her and slams her into a car, hitting her repeatedly. She breaks free and flies into the sky, hurling fireballs at Molten Man as the two trade shots, neither's ranged attacks having any effect on the other. The burning man grabs a car and throws it at her. She dodges the attack only to see another come at her, knocking her out of the sky and crashing into an empty bar. She staggers to her feet as he jumps into the room and delivers another blow that knocks her to the back of the room and he walks over to finish her off as she powers down.

"Mark stop, it's me." she says as she pulls her mask off, causing him to stop in his tracks.

"What..what's going on?" he says in stunned confusion.

"I'll explain later, but for now, just give yourself up and we can fix this together."

"I can't, he's got the remote."

"What remote? Tell me what happened."

Gou quickly tires of the back-and-forth and speaks up over the line. "What are you doing? Finish this you incompotent moron. Or do you want to spend the rest of your life as a walking science fair project?" he shouts.

"Do your own dirty work pal. I'm done." Mark says as he helps his sister up.

"Hmm, alright then." Gou says as he picks up the remote and presses a button on it, connecting it to a remote control he carries in his other hand.

Mark instantly response by trying to punch a hole through his sister before she breaks free and jumps to the side. "What are you doing?"

"I can't stop. I'm being controlled." he says as he throws lava balls at her as she heads back out side, soaring through the air. He rushes after her, leaping into the air and crashing through an adjacent building as he attempts to punch her in the face with his left hand as his right pins her down. "Sorry." he says as she continually moves her head to avaid the punches.

"Not as sorry as you're going to be." she says as she unleashes a burst of energy that throws him back to the street. He crashes onto the roof of a car as she flies out and begins to hit him in the face repeatedly as he staggers back.

"This might actually be a fair fight, and who wants to see that?" Gou says working the controls as he helps Molten Man regain ground. He hurls another lava ball at her as she breaks it apart and shoots flames back at him, which have no effect.

"This is not going to end well for anyone." Frogman says from the roof as he watches the structures around the two melt.

"I think I might be able to help." he turns as he hears a voice but sees no one but Patrick lying on the roof.

"Uh, hello?"

"On the com channel frog legs." a female voice says over the channel. "I think I might be able to help end this. Molten Man's powers are fueled by nanites that are conditioned to handle and produce extreme heat."

"But Firestar's powers don't have any effect on him at all. So what's your point."

"In nature the Japanese hornet outsizes and out powers it's prey the honey bee. But the bees have their own defense. They pile on top of the hornet and generat enough heat to roast it while they themselves can withstand a higher degree of heat. If Firestar can heat up enough she can overheat his nanites and burn them out."

"That's brilliant, extremely dangerous, but brilliant. Thanks anonymous voice."

"No problem." she says as he hopes onto the side of the building where Firestar is levitating. "Hey i've got good news."

"I'm all ears." she says as he explains the plan as the two evade Molten Man's attacks. "Okay, i'll give it a shot. I'll have to take him above the city if i'm going to cut loose." she rushes down toward her brother, ramming him and lifting him into the sky as she takes him higher. "This is going to hurt me a lot more than it'll hurt you, believe me." she says as she begins to heat herself up hotter and hotter. Frogman shields his eyes as the two are engulfed in a ball of white heat.

At the same time Gou's controller begins to burn and he throws it to the ground. "Well, that's not good." Mysterio says standing behind him as he turns to the costumed man. "I'll just go." he says, vanishing in a cloud of smoke.

"What happened? Where that lava guy go? Why is it so hot out here?" Patrick asks as he finally wakes up. "What's that?" he says as he point up and sees two figures falling from the sky. Frogman instantly acts as he leaps up and grabs a powered down Firestar in mid-air and Patrick spreads out a web net to catch Mark, who is now normal again.

"Are you okay?" Frogman asks Firestar as she looks up at him.

She responds by poking him in the head. "Haha, Froggy." she says playfully as she begins to blather on incoherently.

"What's wrong with her?" he asks as Patrick jumps down.

* * *

"Heat stroke." he states as the two look around. "Well that's one crisis averted. I wonder how Michael and Vana are fairing on their boring assignment."

Across town the two other clones battle a group of jet troopers, having already knocked down two as the others retreat. They pursue taking out two more, webbing them to the side of a building. They tag team the third, hitting him from behind and tackling him onto a building. "Well that's one group down, but how do we find the others." Vana asks as the troopers pack begins to blink and it starts to carry him off despite him beeing unconscious. "I have a pretty good idea." Michael says as the two grab hold of him. They hold on tight as the pack carries them up into the sky. "Why are we going into the clouds?" they keep going as they see what looks like a portal opening in the sky as they make their approach. A sudden gust of air shakes Vana off as she falls. At the last second, she shoots a web line onto the seeming nothing and clings onto it, giving her brother a thumbs up to proceed as he enters what looks like a hangar and the door shuts behind him. The trooper flops onto the floor and Michael leaps off of him and runs off down one of the halls, being careful not to be detected.

He makes his way down a hall that leads to the power core and sneaks into the attached door. He looks around and is shocked to hear moaning coming from above him. He turns to see none other than Electro, suspended in the main battery core powering the ship. "Release me." he says weakly looking at the miniature spider.


	12. Chapter 12

Aboard the stealth ship hoverig over the city, Warp and about eight other jet troopers are seated, waiting for their packs to recharge so they can return to the action. As they talk amongst themselves, one of them notices something on one of the monitors. "Hey boss, you should take a look at this." the trooper says as Warp looks over at the screen and sees a young girl in a Spider-man like suit clinging to the side of the ship.

"Unbelieveable." he says as he puts his helmet on and opens one of the side hatches where the young girl is holding on. "Hey kid, what the heck are you doing out there?"

"Hanging on for my life." she says fearfully.

"Yeah, I can see that. It uh, it looks like fun. But you know, this is a stealth ship, and it's not very stealthy when there's a kid hanging on nothing in the middle of the sky and then someone sticks their head out of said nothing to talk to said kid. So why don't you come on inside, alright?" the girl responds by shaking her head, still clinging to the invisible panels. "Pretty please." he says nicely.

"Uh-uh."

"Alright, I tried to be nice but..." he sticks his wrist blaster out the window and aims it. Before he can even blink, she is crawling inside of the hatch next to him. "What can I say; I have a way with kids. Now then, what are you doing here?" he says as two of the other troopers hold their blasters on her.

"Ha ha, oh boy." she says panicking.

At the same time, Michael is still in awe at Electro who is hanging from the wall. "What are they doing to you?"

"Sucking the power out of me to fuel this stupid thing. Without me this whole thing comes down." Electro explains.

Michael looks over the ship systems and quickly gets a handle on the operations. "Hm, well from what I can see this thing has no auxilliary power. Apparently they never thought you'd get loose. Too bad for them." he stops then turns back to the villain. "If I let you go will you attack me?"

"I got a beef with a spider, but it ain't you kid. The only people on my revenge list right now are Gou and those rocketeers." Michael touches the controls, bypassing the security functions, then hits the switch that releases Electro, as he falls to the floor on his knees.

"Okay, the security hasn't been triggered, so no one knows your out, but in about fifteen minutes they will when this thing starts falling from the sky."

"Alrigh kid, let's go fry some birds." Electro says as he powers back up.

Back in the main hall, the troopers are closing in on Vana. "Hey, come on fellas. Back off." she says hesitantly.

"Spill it kid." Warp says as two of his men are hit from the side by an electrical blast.

"How about we spill you and your boy's guts all over the place." Electro says as Michael jumps down and knocks two more away as a fight breaks out between the two groups. Vana and Michael attack the other troopers, criss-crossing them as Electro attempts to blast Warp. The villain however, teleports around him, taunting him as he goes, blasting him several times with his wrist gun. Electro gets frustrated and unleashes a pulse of energy that knocks everyone away.

"This was your bright idea; to let this psycho loose and destroy the ship?" Vana asks as they suddenly feel the craft shake violently.

"No, my plan was to stall them so they wouldn't notice the ship loosing power." Michael says smiling as Warp looks over at him. "You guys might want to run."

"Abandon ship!" Warp shouts as he and the others rush to get their gear and evacuate. Electro continues to fire burst of electricity at the retreating troopers, only to be stopped by Michael, who webs his hands.

"Hold on there lightning bug, we have a bigger problem to deal with. This ship is going down right into the city if we don't redirect it."

"And your point is?" Electro says burning off the webs.

"We helped you, now you help us. If you can charge the engines enough to give us a little altitude we can turn it toward the river with enough time to get out before it hits." Electro pauses for a moment, thinking how much easier it would be just to fry the two and leave them to burn with the ship. He reconsiders, however and nods in agreement. He reaches his hands down and charges up the power terminal in the room as Vana accesses the main power grid, allowing her to manage the power for the engines. Michael maneuvers the ship to avoid any buildings as it makes it's way toward the river and levels it the best he can before signaling to the others that it's time to go. "You can fly right?"

"I take it back, I might have something against you too kid." Electro says as the three peer down over the city before jumping. Vana and Michael grab onto the villain as they then spread out a thick net above them, forming a makeshift parachute that floats them all down to the ground.

"So, do you take back your take back?" Michael asks as they touch down, watching the ship crash into the river.

Watching from a nearby rooftop is Warp as he prepares to fly off. "Hey boss, i've got bad news and worse news. Which do you want first?" as he waits for an answer he is hit from the side and knocked over. He attempts to teleport away only for nothing to happen. He looks down to find his belt gone, then looks back up to see Black Cat twirling it around her finger before tossing it away.

"Well well, looks like you've lost your little trick. Hope you're not planning on flying away, you seem to be a little grounded right now." she says as he sees his pack leaking fuel. He quickly brings his wrist blaster to bear on his target only for her to move with lightning reflexes to kick him to the side and then pins his blaster arm down before pulling out her claws.

* * *

"Uh, so what's new pussy cat?" Warp says sweating nervously.

Back with Prowler's group, he and Scarlet Spider make their way toward Mister Negative's HQ with the help of their new ally, the Big Man and his men. Prowler and the others finally push through the Inner Demons and blast through the front doors of his hideout as Carter takes point firing off rounds to scatter the henchmen, only for them to charge forward. Scarlet Spider intercepts them and proceeds to beat them back. As the group fights back they find the Inner Demons fighting harder. One manages to pin Prowler as another prepares to pierce him with a sword. As he raises his blade he is blasted from behind by Carter's shotgun. He quickly jumps up, knocking the other away, then pushes the officer's gun away.

"Sorry, but he wasn't giving me a lot of choice." Carter says as the Big Man interrupts.

"You might not have to feel so guilty after all." he says pointing down to the "dead" Inner Demon, revealing it to be nothing more than an android.

"Well then, I guess we shouldn't feel so guilty about this." Scarlet Spider says as she punches a hole through another Inner Demon. As she does this the others open up on them as well, holding nothing back. They make their way into the next room, a large corridor that leads into the main room. They turn to see three people, Mister Negative himself, Hammerhead, and a third unidentified figure who, upon seeing them beats a hasty retreat through another door. Mister Negative turns to the group. "Well, you've certainly made a mess of things haven't you? No matter. My men will have no problem finishing you off." as he says this, no less than six dozen Inner Demons rain down. The group prepare to face off against these new odds when suddenly, a blast of fire seperates the two groups as Fire Star, Frogman and Patrick soar in through the window.

"So, did we miss anything?" she asks as they land down.

"Well we've cornered Mister Negative and the Inner Demon's are machines so I think that drings you up to speed." Scarlet Spider says.

"Robots? Excellent." Fire Star says as she and the spider rip into the Inner Demons.

"Wow, the girls are really kicking butt." Frogman says watching on.

"Yep." Carter says.

"Kind of making us look like chumps." Patrick states.

"Yep."

"You want to get in there?"

"After you." the trio along with the rest join in the fight. Prowler however is keen on following the mystery figure and abandons the others to pursue him. He makes his way through the door unchallenged as Hammerhead and Mr. Negative are preoccupied with the others. He stealthily makes his way up the staircase as the figure loads up some bags. He then jumps out to surprise him. "Don't move! Turn around slowly." he says as the man, in a white suit turns to him.

"Congratulations Mr. Brown, I never thought you'd make it this far." the man says as Hobie quickly recognizes him as Roderick Kingsley. "Though you and your friends have become quite the nuisance."

"Roderick Kingsley? I don't get it. You're behind all this, but...but how do you know who I am?"

"Oh come now Mr. Brown; how do you think you got the suit? You and the others are all just pieces in my little game."

"Game?"

"Try to keep up. After that little Rhino stunt, I decided to consolidate a little power myself in the criminal world. So I needed some extra men and women that would bend to my will without question. You, that reporter," Hobie already knows he is referring to Norah Winters. " and those charming girls from the Li's center."

"But why them? Why do all this to ruin their lives?"

"Li was my fall man, I needed to turn all attention on him, and when our dearly departed Captain Stacy stuck his nose where it didn't belong my dear Ms. Winters removed him from the equation. And you Mr. Brown did me the favor of sabotaging OSCORP, thus getting my revenge on the Osborns. Each of you fell into place for your use and then took the appropriate fall, even Ms. Stacy played her part as well. You see Mr. Brown this is all just a game of chess, and on my side there are no rooks, no bishops, no knights. Just a king and his pawns; including this lovely young lady." he turns to reveal Hobie's girlfriend Mindy tied to a chair, her mouth gagged.

"You knew i'd come?"

"That I did, my pawn." Kingsley's insult finally sends Hobie over the edge as he charges toward him, unloading a barrage of blows on the businessman. He gets him into a corner and continues to hammer him. He is soon countered however, as Kingsley stops his attack and responds by grabbing him by his left arm and begins slamming him against the ground repeatedly. Hobie breaks away, kicking Kingsley in the knees, then jumps back firing his wrist blasters. The businessman moves with lightning speed around the shots and gets under him and punches him in the stomach several times before kicking him against a desk in the room. "As fun as this is, I think it might be more entertaining to make this personal." Kingsley says as he frees Mindy who is very much frightened as the man walks up behind her. "Now I believe it's time for a coffee break." saying this triggers something inside of her, causing her to lunge toward Prowler.

Prowler defends himself as Mindy unleashes a flurry of attacks Hobie never even knew she was able to perform. "Mindy it's me, you got to snap out of it." he says as he moves back to avoid her attacks. He moves to the side and grabs her from behind, holding her in place. She breaks free, flipping over him and grabs a chair and swings it at him. It breaks against the floor and she grabs two of the shattered legs, dual wielding them as she attempts to pierce him with the sharp ends. One of the strikes actually manages to remove his mask. He manuevers around her and makes a bee line for Kingsley. Before he can reach him he is struck from behind and pinned down by Mindy, who raises her right hand to finish him. "Mindy, please." he begs as she hesitates.

"Mindy, do hurry." Kingsley reminds her as she looks down at Prowler.

She finally manages to come to her senses. "You alright Hobie?" she whispers to him as he nods silently as he gives her a signal as she quickly shifts to the side and Prowler shoots Kingsley in the chest with his gauntlet. To the duo's surprise he stands back up despite the burn mark in his suit.

"Did you really think that would stop me while Osborn's formula courses through me?"

"Mindy, stay back. This guys mine." he rushes toward his opponent as both men trade blows, neither one giving ground as they slug it out. The jade amulet around Prowler's neck begins to glow bright green as he begins moving faster and faster, outpassing Kingsley who, despite possessing the serum, has difficulty keeping up with the younger man. Prowler forces him back, taking out his left knee then delivers a powerful right hook to him. He goes in for another blow only to be surprised as Kingsley catches his fist, lifting him into the air and throwing him across the room. He grabs Prowler by the back of his head and slams him through the desk. Hobie counters by kicking him in gut from the ground, grabbing a leg from the desk and hitting Kingsley across the face. He staggers back as Prowler grabs a whole half of the desk and smashes it over the man's head.

Kingsley staggers back as Hobie comes in for the finishing blow. His opponent, however, grabs him by the throat, lifting him into the air and, with his free hand, presses a small device. "That just disabled on the tech in your suit Mr. Brown. I told you I came prepared." he carries him toward the large window in the room and smashes him through it, hanging him above the street below. "Like I told you Mr. Brown; only pawns."

"Then it's a good thing I made my own modifications." Prowler manages to let out as a he grabs onto Kingsley's wrist as it locks around it. A cable fires from the side of the glove and attaches to the building across the street. It quickly retracts, pulling both men out over the street.

"Hobie!" Mindy screams out as she looks on.

As the two approach the other building, Prowler cuts the line with his free claw glove and the two plummet to the street below. They continue to battle mid-air, Prowler finally gaining the upper hand, putting Kingsley under him as they crash onto a parked car. Hobie rolls off onto the street and staggers to his feet looking at Kingsley on the smashed in roof of the car. He notes that the man is still breathing, due in part he assumes, to the serum. "That's checkmate Mr. Kingsley." he says as his mask falls to the ground. He looks up to see Mindy standing in the window.

Back inside, the remaining members battle Mr. Negative and Hammerhead. Scarlet Spider manages to disable the later as he attempts to ram her. She takes him head on with her fist, sending him flying across the room and through a wall. Meanwhile Mr. Negative is attacking the Big Man's hired goons, incapacitating them with his energy sword. Fire Star soars down and tackles him, causing him to drop the weapon. He counters, slamming her into the ground and begins pummeling her. He is stopped as the Big Man shoots him in the back several times, with no real affect. He turns to him and charges at him, picking his weapon up along the way. The Big Man jumps back as Negative swings, the blade almost reaching his face, slicing his mask in half in the process. Frogman comes from above and knocks Negative to the ground. Fire Star flies over him and unleashes a blast of fire on him. He stands up amidst the flames and leaps toward Fire Star, only to be knocked down by Patrick. He jumps on top of the monochrome man and puts his hand over his face, burning him. He continues until Scarlet Spider grabs him, pulling his hand away. "That's enough!" she scolds him as the two look down. Mr. Negative, or what was left, is merely another machine constructed for Kingsley's plot.

"I knew what I was doing." Patrick says, pulling away from Scarlet Spider. "Besides, machine or not, he had it coming." before she can respond the group turn to see the Big Man, unmasked.

"Who are you?" Fire Star asks.

"Frederick Foswell. I used to be the Big Man of Crime back in the day before I stepped down and Tombstone moved in. I've been working ever since to undermine him and the rest of the crime bosses. These guys are what's left of my original gang still loyal to me." he says as he reaches down and pulls off one of the Inner Demons' masks as a replacement for his destroyed one.

"Thanks for the help. But we're still not done yet." Prowler says as he re-enters through the doorway.

"Where were you? What happened?" Fire Star asks as he walks over to her.

"There's still a lot of Inner Demons and Mobsters out there. I'll explain on the way." he says as the group disembarks. "Just try not to mention coffee around MJ for a while." he whispers to her.


	13. Chapter 13

Spider-man, Scourge, and Fury are en-route to Gou's headquarters when suddenly, the three receive an urgent message. "Spidey, hey are you there?" Prowler's voice comes over the headset.

"Hey, whats up?" Spidey answers.

"We just took down Negative. Turns out Roderick Kingsley was pulling a lot of the strings. Got him too and we're sweeping the area for the remaining Inner Demons. Gou seems to have gotten the message as well and he's scrambling his remaining men over the city. Oh, and some kind of ship just crashed into the river. Don't know what it is or where it came from but it's swimming now."

"That's good news. Looks like it's close to being over." Spidey says as the three stop on a nearby rough.

"Aw, and I wanted to cause some more needless destruction." Fury says riding her glider.

"It's not over yet. I got a call from my contact in the city. Somehow Gou traced the signal and his men are storming their hideout right now. You guys need to get over there before its too late." Prowler says.

"We don't have time for a rescue mission. We stop to help your friend and Gou hardens his defenses in the meantime. It'll be impossible to get to him then." Scourge says.

"Woh, who put your undies in a knot." Fury says before laughing.

"You think this is funny? Gou killed my father and you're just going to let him get away?"

"I never said we were going to let him go, but we can't ignore someone who needs help either. We'll get Gou I promise." Spider-man says as he can tell that even under her mask Sable is very much determined to see her mission through to the end. "Alright, Fury and I will go to help Prowler's contact. You head to Gou's location and scout it out for us. Give any of us a call if he makes any suspicious movements, but don't try to take him on your own. We'll be back as fast as we can; alright?" he says as she gives a silent nod before heading of on her board.

"You sir, are a master negotiator." Fury says jokingly.

"Nah, not really. After all, i'm still teamed up with a psychotic goblin."

"Hey how about some show tunes on the way there?" she says as she hops on her glider.

"I'd rather you didn't." he says slightly annoyed by her as she begins singing anyway. They fly through the city at full speed to the coordinates Prowler gave them and reach an abandoned building near the river. On the roof they spot three jet troopers keeping guard. "Alright, here's the plan. You draw them off and i'll get inside and save the hostage. Got it?"

"Okay, but can I blow them to bits?" she asks with a wide, disturbing grin.

"I'd rather you didn't. Just distract them and i'll take care of the rest." he moves to get into position as Fury takes center stage.

"Oh boys." she says surprising them by extending her left leg from behind an air conditioning unit. "Going my way." she laughs at the three as they give chase.

"That is one wacky girl." Seeing his opening, Spidey makes his way inside. He climbs on the ceiling as he makes his way down a hall and sees the familiar face of Snake Marston. Alongside him is another of the jet troopers who is holding onto, who Spider-man assumes is Prowlers contact. "Hey Marston, whose your new partner? Whoever he is, he's definitely an improvement over Harrison." He says as he descends on a web.

"Bug. You just don't know when to keep out of my way do you?" Marston says as his forked tongue sticks out.

"Well he is Spider-man boss. If he did we wouldn't be in this mess." the jet trooper, Mouth says as he still holds onto the arm of the contact. "Plus we wouldn't be a part of this awesome fanfic."

"Wilson, what are you blathering about?" Marston shouts at him.

"Can't you see them? Out there watching us through their computer screens." he says pointing in front of him as the other three look out into the direction, seeing nothing.

"What's this guys deal?" Spider-man asks.

"No idea. I just got stuck with hi..." Marsto doesn't get a chance to finish before the web-slinger knocks him out, leaping onto his back and into the concrete floor. He then webs him down and approaches mouth and his hostage. The criminal holds the hostage close to him.

"Before you pound me into jocky paste, can I just say one thing?"

"Alright, what is it?"

"Thank you Warp for losing this belt! BAMF!" he says as the two disappear in a flash of light. Spidey instinctively looks around, knowing they couldn't have gotten far. He turns and sees a light appear off in the distance from one of the windows. He leaps up and outside and reaches the location on top of the nearby Brooklyn bridge, where Mouth is hanging the hostage over the side.

"Alright let's all stay calm and not do anything rash."

The trooper simply looks over the side, then begins speaking. "What's that hostage? What's that you say? You want to be thrown over the edge into the water below? Well that seems like a really odd request but okay. Woops." he says as he lets them go over then rushes toward Spider-man, grabbing two short swords off of his back, the hero charging toward him as well. "Banzai!" he shouts out only for Spidey to deck him with one punch, causing him to fall back onto the steal beam. He then leaps off the bridge after the contact.

He dives as fast as he can to reach his intended target. Just as he reaches out, Mouth is already on his tail, his pack on full power as he dives down on the two. Spidey spins around and dodges the attack, grabs the mercenary by the legs and spins him through the air, causing him to lose control of his pack and spiral out of sight into a building. His attention now refocused, Spider-man grabs the contact, quickly fires a webline to the underside of the bridge and swings up feet above the water. "Sorry for the rough ride partner, but it sure beats the alternative." Spider-man swings around and lands the two on the bridge.

"Don't worry about it." the hooded figure says. "I'm used to it by now." the contact pulls off their hood to reveal a young woman with long blonde hair. "Hey Peter."

"Gwen? Your alive?" Spidey says in disbelief. "But how?"

"Can we get somewhere safe first. You know, away from all the flying, shooting mercs?" he swings the two a short ways away, on top of a building. In the building that Wilson, a.k.a. Mouth has crashed into, the mercenary shakes off his injuries and stands up. "Ha, you think that can stop e web-head? I'm Wade Wilson, i'm invincible!" as he shouts this his damaged pack explodes in a dazzling flash of light that engulfs the entire room.

"So what happened? I mean I saw you...we all saw you..." Peter asks Gwen now that they are a safe distance away.

"When I decided to go after the Hobgoblin I knew I'd have to come at him smart. So I used an LMD."

"A what?"

"LMD, life model decoy. Mysterio used them all the time to avoid getting caught. I gave it all the tech and sent it out after Hobgoblin."

"But it had the symbiote. How did you manage that?"

"You told me it was weak against high frequency attacks. So I programmed the LMD Gwen to emit a pitch that weakened it enough to subjugate it to my will."

"So you controlled the robot while it controlled the symbiote. Clever."

"Yeah and when the plan failed to work it was simple enough for me to have officer DeWolfe confirm it was my body and pay the coroner to do the same."

"So why have you been hiding out?"

"I've been doing the best I could to help out behind the scenes. I contacted Prowler while he was visiting his brother and we worked out a system to coordinate a plan for you guys. Just never knew you'd be bringing so many friends."

"Why didn't you try to contact me? I-I thought you were dead. I left because I couldn't protect you. Because I let you..." he is interrupted by a surprise slap to the face.

"Get it together Peter! If you left the city without a hero because you let someone die, what kind of hero does that make you? What would my father have said if he knew you threw away the sacrifice he made?" she stops for a moment and hugs him. "Still it's good you came back. Sorry for putting you all through this. But maybe we could go over all this once it's over, okay?"

"Alright. Let's do this."

"Not without me I hope." Fury says as she lands her glider down and jumps off. She looks Gwen up and down and stands in front of the girl, who is giving her a very hateful look. "Gwen Stacy? No no, can't be. Killed her. Must be hallucinating." She reaches her hand out to touch her and confirms she is real. "Real? Wow. Different you, must be. Different me too! Hey Spidey we going or not?"

Gwen takes Spider-man to the side, leaving Fury by herself. "What is she doing here?"

"Look, I don't like it anymore than you do. But I talked to Prowler. What she did wasn't her fault. She was being manipulated like MJ."

"Yeah, i've got screws loose!" Fury exclaims loudly.

"True, Kingsley tried to do the same to me. Lucky I had the LMD though. Sorry about shooting you back then. Had to make it convincing." she stops to think for a second. "Alright, I can put it behind me. What's next?"

"Scourge is headed toward Gou's HQ so we should head that way. I can drop you off at the hideout if you want."

"Thanks but i'll find my way."

"Then take a handful of these, they solve all my problems." Fury tosses her three pumpkin bombs.

"Uh thanks." Gwen then parts ways with the two as they race to Scourge's position. As the two arrive, Spider-man gives Fury a signal to hang back while he investigates. He stealthily moves around the perimeter, but sees no guards outside of the building nor can he make contact with Scourge, attempting several times to contact her. "That's strange, not a single guard. Fury, I'm heading inside, if things get messy I'll give you a call."

"Got it." she responds over her headset.

He quietly removes the ventilation shaft screen on the side of the building and makes his way in. Moving with the utmost stealth, he enters the main hall of the large HQ,clinging to the ceiling despite still not seeing anyone. Suddenly he sees two guards patrolling the hall just ahead of him and decides to make his move, leaping down on the first guard. "Twas the night of a gang war and all through the house, not a creature was stirring, except your friendly neighborhood Spider-mouse." he jokes as he grabs the second guard and throws him against the wall, webbing him in place. A few seconds later, several guards rush in, guns drawn. Just as he thinks he'll have to fight them all, one of the guards stops and pulls out his cellphone. "He's here boss. Right. Boss says to let him thru. Seventh floor Web-head." the guards move to the sides and allow a hesitant Spider-man to proceed.

Spidey makes his way to the elevator and slowly presses the button that takes him to the appropriate floor. He steps out of the elevator to behold an astonishing sight; Bernard Gou tied up at the feet of the now unmasked Sable Manfredi, her guards around the room, Comet standing at her side. "Sable, well I guess you didn't need the back up after all. But how did you...?"

"Please Spider-man, like my summer in Belgium, this little tale is best left untold." Gou says shamefully.

"I don't believe I gave you permission to speak." Sable says pointing a gun to his head. "Thank you Spider-man. I knew if we pressed Gou enough he'd slip up somewhere. You wouldn't believe how easy it was to infiltrate the building."

"Uh, glad I could help. Now what?"

"Now, now I pick up what's left of this morons mishandling of my interests. With no other competition left in this town, it's ours for the taking. You and your friends will of course have a place in my organization. Right after I take care of one last issue." she pulls out her pistol and aims at the back of Gou's head, causing him to panic.

"Woah, hold on a minute!" Spidey fires a web-line onto the gun and jerks it from her hand. "I never agreed to this! You can't just..." he is cut off as she moves with lightning speed to attack him. He dodges the first few hits but is hit with a powerful kick to the chin. Her guards follow suit, firing their weapons at the hero as Gou, still bound, gets to his feet and dashes for cover. Spider-man counters, taking out several guards as he evades Sable's blows. He is finally taken out from a blast from Comet that knocks him to the ground as he falls on his back. Sable puts her foot to his neck, making it difficult for him to breath as she leans down toward his ear.

"You know I had a feeling it would end this way, Peter." she whispers. Hearing his name alarms Peter as she notices this. "That's right. You see I wasn't completely honest with you on not peeking under that mask of yours. Now here's what's going to happen: you're going to do exactly what I say from now on and in return no one will ever know your little secret and go after your dear old aunt."

"I'll...!"

"You'll what? Try to stop me? We both know you'll fail, but you're welcome to try. Of course, if you're really not interested." she signals to one of her men, who hands her a double-barreled shotgun, which she points right at the hero's head.

Watching from a nearby building is Black Cat, who has witnessed the entire scene. She contemplates back and forth on whether to intervene or not. She decides to aid her on again off again friend and leaps forward on a cable. She smashes through the window, surprising everyone. Moving with greater speed then she has ever moved before, she takes out the first guard before he even has a chance to react, bringing her left arm against the back of his leg, causing him to fall back. She punches the next guard in the groin as he spins around as he fires his weapon into the air before falling to his knees. She bounds over him, kicking a third in the face, then vaults forward, taking out Comet as he fires his wrist guns. She rolls forward, knocking the last man to the ground, giving her a clear line of sight to Spider-man and Sable. She fires a cord from her wrist launcher that wraps around the barrel of Sables gun. She then pulls hard, causing the female Maggia boss to fire into the floor right next to Spider-man's head. "Yikes!" he says taking in a deep breath. Cat then pulls the gun from her hands and whirls it around, hitting Sable in the back of the head, knocking her to the ground.

"You alright Spidey?" Black Cat asks him standing confidently.

"Yeah, thanks for the save."

"Don't mention ahh...!" she kneels down clutching her side. Spider-man steps over and sees she's been hit.

"We need to get you out of here. I know someone who can help." as he says this Sable gets back to her feet. "Kill them!" she shouts as the recovering guards open fire on the two, who take cover behind some furniture. She then takes the opportunity to make her way toward the elevator with two of her men. Meanwhile Gou crawls over to Comet who is busy firing as well and gets his attention. "Look pal, I don't know what Sable offered you but if you get me out of this I'll triple it."

"Buddy, you just said the magic words." Comet says freeing him, then grabbing him by his shirt and flying out the broken window. As they make their escape Fury flies past, clipping Comet's pack as she passes. He temporarily losses control, crash landing several blacks away with Gou. Fury soars into the building, opening fire on the group as they jump out of the way. Seeing her coming Sable and her guards rush into the elevator, Sable firing several shots at the goblin, two shots hitting her. She then leaps from the glider as it continues to speed forward as the elevator door closes. The glider smashes through the doors, severing the cables, sending the box plummeting down the shaft.

The guards attempt to get up, only to be webbed up by Spider-man, who then rushes over to check on Fury. "You're hurt." she jumps up to his surprise. "Nah, i'm good. Body armor plus goblin formula equals no go on gunshots." she says excitedly. "Too bad about my glider though. Hey look at that!" she runs over to the wall where Sable's hover board is sitting and takes it for herself.

"You know how to work it?" Spidey asks, which she gives a nod. "Good, head to this location and drop Cat off."

"Come on Spider, I'm still good to go." Black Cat says strained.

"No go. You've done enough saving my skin. Take a break and we'll see you when this is all over." she gives him a quick nod before heading off with Fury.

A few blocks away Gou and Comet have recovered from their emergency landing. Comet sits up on the ground and looks over at Gou. "Well, we got away. Now, where's my cash?"

Gou stands up shaking himself off. "Just one more thing and you'll have your pay. Have you got a cellphone? I've got a call to make."


	14. Chapter 14

Having taken care of Gou and unable to find Sable, Spider-man heads back to rendezvous with the others. "Couldn't find Sable anywhere. This is bad. If she tells anybody who I am I don't even want to think about what'll happen to aunt May or anyone else I care about." he thinks to himself. His thoughts are interrupted by a call over his headset.

"Hey Spidey, you there?" Firestar calls.

"Yeah, I'm here. What's everyone's status? You guys alright?"

"The police and the rest of us have pretty much mopped up the rest of the Inner demons and the mob enforcers so the city should be secured by morning."

"That's...that's great."

"You okay Petey? Because you don't sound like it."

"Liz, it's Scourge. She was Sable Manfredi."

"What? Are you serious?" she says alarmed.

"Yeah but the thing is she...knows who I am. She got my mask off and she knows I'm Peter Parker."

"Where is she now? Maybe we can still catch her."

"And do what Liz? I couldn't even stop her now anyway. She disappeared, can't find a trace of her."

"Well, what do you want to do?"

"Nothing more I can do about her right now. Let's just focus on seeing this through to the end and, if I have to give up being Spider-man that's just how it'll have to be." He looks over to his left as something has caught his attention. He first mistakes the sight for MJ in her Scarlet Spider costume. "Uh Liz, is MJ with you?"

"Yeah, why?"

"Because, either I'm seeing things, or there's two of her swinging right next to me." he says as the two identical spider costumed figures swing off as he gives chase.

Firestar leads the remainder of the heroes as they gather together in Times Square. "Okay everyone, we've done a good night's work." Pixie raises her hand, only for Firestar to continue on. "The police and Code Blue are going to be sweeping the entire city to make sure there are no stragglers." Pixie raises her hand higher, jumping up and down as she is still ignored. "Now we need to focus on helping them in any way possible." Pixie finally gets her attention by levitating several feet in the air as Firestar sighs. "Okay I'll bite. What is it Pixie?"

"What are those?" she says pointing out in the opposite direction as the group turns to see no less than four hundred Spider-man-like figures crawling over the buildings around them before taking off in every direction, a large group leaping down to attack them. They are quickly overwhelmed by the spider powered enemies as the group disperse. "Stick together! Don't let them get behind you." Scarlet Spider shouts as the group fend off the attack, forming a circular formation as each person fights off the enemy. The spider-men fire webs onto Jubilee, pulling her from the formation. Rockslide grabs a hold of the lines and pulls her back. "Thanks Santo." she says as he gives a nod before getting back in the fight. Rubbermaid makes a net out of her fingers and wraps three of them in it, hurling them back into the massive crowd. Prowler uses his new martial arts skills to fend off two of them as Nightcrawler takes to the buildings and engages the spider-men in an aerial duel.

As the enemy close in, an electrical surge flies across the ground, blasting several dozen away. The heroes turn to see Michael and Vana, with them the villain Electro. "Hey guys, sorry we're late. But look who we brought." Vana says perched on Electro's shoulder.

"Relax, I'm here to help for once." Electro says to calm the heroes as he unleashes a torrent of electricity toward the multiple spider-men. "Come on web-heads. If I can't fry the real Spidey, you'll do." They back off momentarily before charging forward once more. The group stand their ground, combating the new threat. The triplets leap through the air hitting each of the copies that come their way. "This doesn't make any sense. Why are they attacking the city?" Vana asks.

"They're under the doc's control. They're not like Ben or any of us." Michael says as the group pushes back against the clone army. "For now let's focus on stopping them and maybe we'll tell them what's going on." Patrick demands as they continue to battle. Prowler takes another down as Anti-venom leaps onto a building, throwing several from the wall. Frogman and Nightcrawler team up to beat back the enemy only to be overwhelmed and knocked back down. Two clones are slammed against the ground as they collide with two others that fall from above. The hurler is none other than the original Spider-man as he lands down.

"Okay guys, I get you're mad at me but come on, you had to have open auditions so soon?" he says as he aids the others.

"Don't tempt me. One of these guys has to be less flaky than you." Firestar jokes as she and Spider-man are back to back.

"And seriously, Electro as my stand-in?" he says, kicking another clone away. Suddenly large storm clouds appear over the city and it begins to rain. A series of lightning bolts strike around the group that cause the clones to retreat. The heroes turn to Electro in confusion. "Don't look at me." he says, shrugging his shoulders.

"No, look at that." Patrick says pointing into the sky as a figure descends wearing a black outfit with an image of a lightning bolt running down it, long white hair and dark skin.

"Oh, now we're in trouble." Jubilee says as she and the other students cringe in terror. The figure is none other than their teacher, Ororo Mounroe. She touches down and glares at the group as Jubilee hesitantly speaks. "Oh um, Ms. Munroe, I was just going to call...to...tell you that..um...we were. Okay I got nothin. It was all his fault." She points an accusing finger at Spider-man.

"What, my fault? Hey I said I was going alone. No one told you guys to follow me." the two begin bickering back and forth like siblings before Ororo speaks. "That's enough, the both of you. Now I don't know what's going on here, nor do I care whose to blame. All I can see is that there is clearly an emergency here that needs to be dealt with. Explanations and punishment can come later." This silences the two as their teacher takes charge, Firestar willingly and smartly stepping down. The mutant teacher then takes the two aside for a private conversation. "Alright, Peter, Jubilee, explain." the two stumble over themselves to tell the whole story to the white haired woman.

"They're clones of Spider-man, like us." Michael steps forward with his brother and sister. "The same scientist that created us created them. The only thing is he made them without a will of their own."

"He gives them a command..." Vana says.

"And they smash things for him." Patrick finishes.

"Sorry for not telling you guys but we never thought he'd go this far." Michael says apologetically. Spider-man leans down to his level. "Listen, we need your help to stop this. Where is the Jackal?"

"He went to some place, I can't remember. N something. N brother...something with brother in it." This statement causes the others to think. "North Brother Island!" Pixie blurts out.

"Yeah that's the place."

"Why am I not surprised that the psycho scientist would pick the home of Typhoid Mary to make camp? Spidey says as he stands, scratching his chin.

"But how are we going to catch all these spider clones?" Anti-venom asks. After a few seconds of brainstorming, Spider-man comes up with an idea. "Scarlet, I need you!" he says quickly putting his arms on the heroine's shoulders.

"Uh Spidey, don't get me wrong, I like you and all but..." she says startled.

"No, I mean your pheromone powers. You can draw them all right back to the island." he explains.

"How are we going to accomplish that? My powers don't have that kind of range. These guys are spread all over the city."

"If we could jury rig up some kind of device to expand that range and narrow it down to only draw them in..." Spidey continues.

"We could get them to follow Scarlet and drop them right on top of that crazy dog-faced freak." Prowler finishes.

"Hold on, how exactly did they get to the mainland in the first place?" Rubbermaid asks.

"Their are tunnels that lead from the island to the mainland. I remember it from some blueprints I saw. I didn't think they were important until now." Vana says.

"Alright, we need our brightest on getting this device built while the rest of us fence in these clones. You will go with them as well." Storm says to Scarlet as Spider-man selects the best minds from the group; Himself, Anti-venom, Frogman, and surprisingly Prowler volunteers himself. "You three," she points to the clone trio. "You'll need to be somewhere safe so as not to be affected." the three give a confirming nod as the teams separate.

"Great they get to play lab while we fight for our lives against an army of spider soldiers. I'm calling shenanigans on this one." Pixie complains.

"Well look on the bright side. Now's your time to show everyone what you are really made of." Nightcrawler says with a smile.

Across town Gou watches the spider-men as they destroy the city. "I can't believe this! That lying sack of filth! This was supposed to be my army!" he shouts from the rooftop as Comet backs up toward him. "Uh sir, I think we have bigger problems to worry about." Gou turns to see three of the spider clones advancing on them. "Uh, time to go." he says as he grabs on to Comet and the two attempt to fly off. Two of the spider clones grab hold of Comet as the group spiral through the air. "Do something!" Gou tries to keep his grip only to be thrown off into a window of a building as he watches as the trio crash into the side of another structure, Comet's pack causing a very large explosion. "Sacre bleu." he says before passing out.

Back at the hideout Spider-man's group are at work as Gwen has joined them as well, the others having many questions that will have to wait until the crisis has been averted. "Hey Eugene pass me that screwdriver. Anti-venom, how's that gene sequencer coming along?"

"Should be ready in just a minute." Eddie answers as he retracts his symbiote to a more manageable size so he can work.

"Gwen where's Cat?" Spider-man asks as he doesn't see the thief anywhere.

"I don't know, why?" she asks as she stops working to look up at him.

"She and Fury were supposed to be here almost an hour ago. Maybe we should go looking for them."

"Hey Pete, right now we have to focus on this."

"You're right, let's get this done." he says going back to work.

"Hey, why is it you guys know who I am but you guys leave me out of the loop?" Frogman complains as he works on the components.

"Well you were a villain." Prowler says as he finishes one part and goes to work on another.

"So were you."

"Mind control, two different things."

"Oh come on, Firestar trusted me with her identity."

Spidey sighs. "Fine, if it will make you feel better, after this is all over we'll have an unmasking party."

"I'd appreciate that." Frogman says politely as they see Prowler is done with yet another part. "Uh, how did you finish so fast?"

"I took some engineering courses last summer." He says finishing his last part.

"So let me get this straight; You're an athlete, straight A student, volunteer worker, thespian, hero, and amateur engineer. All that and you still have time to date the girl of your dreams?" Spidey asks as he nods slightly. The web-head and amphibian fall to their knees and bow to him. "Teach us oh master and train us in all the ways of multi-tasking." The two joke in unison as the others finish the final parts. The device resembles a helmet with a backpack attached to it with wires.

"Here is your crown my lady." Spidey jokes as they put it on Scarlet Spider.

"It is very...becoming." she says as she looks it over.

"Now don't worry but this might hurt extremely bad the first few seconds." Gwen says to her. "Then it's going to feel like your having seven-hundred nails driven into your skin."

"Yeah that makes me feel loads better." Scarlet says sarcastically. "Thanks for that." they then switch the device on as she screams out. "Okay! This definitely hurts like nobodies business!" she then jumps outside to head toward her destination.

The other team is trying their hardest to contain the clones as Storm leads them in the defense. The enemy closes in, preparing to attack in mass as they suddenly stop and turn in the other direction, leaving all at once. "It looks like Spider-man has done it." the weather controller states. The others begin to cheer as Jubilee turns and opens a cocoon behind him, containing Pixie. "We did it, we won." she says to the winged girl.

"Oh joy." she says attempting to get the webbing off of her. As the team regroup, Spidey and his team follow the clones, with Michael, Vana, and Patrick close behind. Scarlet sees the tunnel that leads to the island and heads down as the clones continue to follow.

She races down the tunnel to an open doorway and runs into a very large lab area as the all the clones flood in with the heroes on their tales. Scarlet stops in her tracks as she commands the clones to do the same. The others quickly enter the massive structure under the island; the area filled with liquid filled tanks with still developing clones inside. "Well alright, now what?" she asks as her pack shorts out. She throws it off as the group hears footsteps behind them. The Jackal appears, slowly clapping his hands.

"Congratulations Mr. Parker. As always you have proven your ingenuity in the face of opposition. Sadly this is the end of the line for you." he says pressing a button on the remote in his hand. The clones instantly turn on their new "queen" as well as the other heroes.

"Parker? What are you talking about?" Spidey responds.

"Oh come now Peter. There's no need to play dumb. I've known for some time, especially after I collected samples of your remarkable genetic structure." Jackal says as he removes the mask of one of the clones, revealing that it looks almost identical to Peter himself, the only exception being that it has spiky blond hair. "Remarkable isn't it Mr. Parker?" He then removes his own mask.

"Professor Warren?" Both Peter and Mary Jane are shocked to discover his identity.

"Yes, quite. Surprised I'm sure. After I watched your battles against Octavius and the others, I was inspired to create my own personal army of spider-men to test on the city. And once this trial run is complete, they'll be up for sale to the highest bidder. An army of disposable spider powered mercenary drones at their fingertips. Sadly for you I will need to dispose of the rest of you so as to retain my clone's uniqueness." Warren turns the clone army on the heroes as they try to fight them off. As the superior numbers pin them down and prepare to finish them they are saved by a surprise rescue from the clone trio.

"The cavalry has arrived!" Vana shouts out cheerfully as she swings through the air, kicking several of the older clones out of her way. Patrick swings around and lands in front of Warren himself. "Hey Dad, you jerk." he punches the man, knocking him into a wall as Michael swings in and steals the remote from him. "Thanks." he presses the button and the clones stop.

"Thanks for the save pip-squeak." Frogman says to Patrick.

"No problem. Now if you'll excuse me I have a very stupid genius to cook." he says walking toward the professor. The man begins to back up as the young clone gets closer. Before he ca reach his target however, Michael and Vana jump in to stop him. "Let go of me! I gotta finish him off."

"Not like this, leave him for the cops." Michael tells him as they struggle to hold him back. As they wrestle with him, the older heroes joining in to break them up, no one notices Warren heading for a switch on the wall that opens a compartment with a laser rifle in it. As he reaches for it his hand is shot away from the weapon. He and everyone else look up to see none other than his assistant Deborah Whitman holding a pistol to him. "Deborah!" Michael says excitedly at seeing her.

"Hello Michael. Now please step away from the weapon sir."

"Well it seems you have a spine after all Ms. Whitman." he says standing up. "Too bad for you that you picked the absolute worst time to find it." he rushes her with blinding speed, knocking her down with one quick motion before grabbing the rifle and opening fire on the heroes, blasting several clones in the process as they turn to dust. As he continues to fire he accidentally hits the controller to the clones. This causes them to go out of control as they leap around the lab, attacking and destroying anything that they see. The heroes then leap out of the way as they attempt to avoid the clones, a large group of them swarming Warren.

"Bro, I think it's time we leave." Anti-venom says to Spider-man who agrees. Prowler rushes over to help Michael pick up Deborah and the group make their escape. As they head for the exit Michael turns back and sees the clones destroying the lab as the whole facility turns into a blazing inferno. He stops, seeing that some of the clones are following them. He waits till the others have fled through the exit then grabs the hatch doors and pulls them shut, shooting webs into the gears for good measure. He uses his smaller size and greater speed to defend the position and keep the clones away.

The rest of the group finally make it out of the tunnel to the mainland and take a breather. "Everyone alright" Spider-man says to the others.

Vana looks around before her eyes begin to glow. She comes out of her trance and looks around. "Where's Michael?" she states as the others look around.

"I'm still inside." he says over the headset he borrowed from Eugene.

"What are you doing in there kid. You got to get out. That place could go up any minute."Frogman says.

"I can't. I've got to block the door and keep these clones from getting out. If even one of them gets out your secret identity is as good as gone Spidey."

"Listen Michael, none of that matters now. Your safety is more important. I'm coming back in." Spider-man tells him.

"No! It's too dangerous. But Spidey, brother, you have to promise me that you'll take care of Vana and Patrick."

"No way you little punk! Come out of there! You're not about to play hero again!" Patrick shouts over the headset. "You think you're so much better than me!"

"No I'm just older than you." he states. "Vana, watch out for him. And Debra." he calls out to the now conscious scientist. "Thanks for taking such good care of us."

"You're a real hero kid. None of us will forget that." Peter says sadly.

"Hey, it's like you said before: With great power comes great..." the signal is cut short as a large explosion erupts from the island. Vana and Patrick turn away as Scarlet and Deborah comfort them. The others sit in a somber mood. "Spider-man, come in." Jubilee calls over the headset as Peter answers slowly.

"I'm here."

"We have a problem. You might want to get back to Times Square." she says as the group double time it back. On the large monitor in the center they see an image of Whirlwind with Black Cat strapped to a chair.

"Hey Spider-man, long time no see. Got your little kitty friend. You want her back? Come and get her." Whirlwind says as the hero clenches his fist in rage.


	15. Chapter 15

"Hey Spider loser, you out there? I know you're watching this." Whirlwind taunts as he circles around the chair restraining Black Cat. He picks up a rusty pipe and holds it close to her head. "Here's the thing. You find us in the allotted time on the bottom of the screen," the heroes look down at the right bottom corner of the big screen and see a timer with about three hours on it. "or else I give your girl here an extreme makeover." Spider-man stands in the center of the group, his hands clenched into fists in rage as Whirlwind removes the gag from the Cat's mouth.

"You just dug your own grave buddy. There's about a dozen heroes and two of you. Those aren't very good odds." she jokes, smiling smugly at the armor-clad villain. He responds by hitting her in the side of the face with the metal tube, causing the younger members of the team to turn away. He then turns his attention back to the screen. "Like I said, better start searching web-head. I'll be waiting." the monitor then shuts down. As the communication ends the team discuss what to do.

Fire Star walks over to Spider-man, sensing his anger over the situation. "You alright Petey?" she whispers, noting that Electro is still nearby.

"This is my fault. I knew we shouldn't have trusted Norah. She probably had this planned the whole time."

"Don't worry we'll find them and get her back safe." Scarlet Spider says as she places her hand on his shoulder, the rest of the team agreeing as Ms. Munroe moves to speak. "Alright everyone, we need to cover a lot of ground in a short time. We'll split up into groups and search across the city. Whoever finds them first report your location. Do not engage this Whirlwind until back-up arrives; understood?" as she says this the teams nod in agreement and head out.

Spider-man stands for a moment, still wrapped up in his thoughts. "Hey slinger, you coming? We got to let the cops know to be on the lookout." Jubilee says, having volunteered to be his partner. He comes out of his trance and turns to her. "Yeah, let's get going." he swings off with her trailing him on her roller blades. The two make their way across the city as the other groups continue the search; Nightcrawler teamed up with the remaining clones, Ms. Munroe and an uncomfortable Frogman together, Rockslide and Scarlet Spider, Pixie with Rubbermaid and Electro, and Fire Star and Prowler on the search.

As they move through the city, Rockslide decides to breakup the tension with some light conversation. "So, you friends with Spidey? I mean you dress like him and all."

"Yeah we're old pals." she says as she swings onto a light post and looks around.

"You ever think about changing your name or something. I mean you call yourself Scarlet Spider but you don't have a lot of red on the suit. Why not Spider Woman?" his statement causes her to look down at him as she stops to think. "You know what? That's not a bad idea." she says. "Maybe I'll apply for a super hero name change after this is over." she jokes as they continue their sweep of the area.

Meanwhile, Pixie is busy conducting a scan of the sky as Rubbermaid contacts her on her headset. "Hey Megan, you there? Pick up already." she calls out as Pixie stops to answer. "What is it Andrea?" she says, slightly annoyed.

"This guy gives me the creeps. Can we switch places?" The elastic girl turns where she is standing to look over at the electrified villain they have been charged with keeping an eye on. "Stop worrying so much. There's nothing he can do that we can't handle." Pixie notes.

"That's easy for you to say. You're in the sky, I've got to deal with him on the ground level." as she says this, an Inner Demon emerges from one of the buildings to attack her. She fails to react quickly enough as the masked android lunges toward her. It quickly falls to the ground, smoldering with a large burn mark in the chest. Both girls turn to see Electro holding out his still smoking hand in the machine's direction. "On second thought, I think this will work out just fine."

Meanwhile Spider-man and Jubilee are returning from meeting with Officer DeWolff as they receive a communication from Gwen. "Hey Spider, are you there?"

"Read you loud and clear Gwen." He says as he touches down on the pavement, Jubilee stopping next to him. "Is that Gwen Stacy? Tell her Jubilation Lee says hi." Jubilee says excitedly.

"I think I've found out where Whirlwind is hiding. I took a closer look at the video and boosted the background audio and here we are. Sending the coordinates to you right now." After receiving the location, Spider-man turns to Jubilee. "Alright, I'm going to go ahead and make sure that's the place. You should go ahead and join up with the others, just in case it's another dead end; Okay Jubes?" he says. She stands hesitantly for a moment, getting the feeling that he plans to do something stupid.

"Alright, but don't do anything crazy Pete. I don't want to have to save your but like I did in Florida again." Jubilee says jokingly, reminding him of their fight with Black Racer.

"Don't worry about me Jubes, that's the last thing on my mind." He says in an upbeat tone, removing his mask and smiling at her as she decides to leave. As she does his smile fades into a very grim expression. "Just wish I meant that." he swings off, rapidly making his way to the coordinates. As he lands on the roof of the old warehouse, the pinpointed location, Spider-man takes care to be as stealthy as he can. He crawls down into the building through an open skylight as he touches down on the scaffolding of the dimly lit area. He slowly makes his way around as his spider sense goes off. He immediately puts up his guard, ready for anything to emerge from the shadows when suddenly, a large rat scurries across the floor in front of him. "Well spider sense, if there was ever a time to overreact..." his relieved thoughts are abruptly interrupted as he is struck from the right by a powerful punch across the jaw that forces him to stagger to the left.

"Stick and move Spidey, stick and move." his attacker, Hammer Harrison shouts as he continues his assault on the dazed hero, delivering blow after blow to his disorientated opponent. "What's the matter Spidey, Harrison too tough for you?" A voice over the intercom in the building mocks. "You know, I'm surprised you forgot to count him among the other Enforcers." Harrison pushes Spider-man back several feet with a constant barrage of jabs, crosses, and body blows as the hero finally regains his senses. He stands his ground as the boxer throws a strong left straight, catching the man's hand and giving him a taste of his own medicine, delivering an upper punch to his gut that sends him soaring through the air and into a pile of crates. Spider-man looks up and sees that several ceiling lights have come on that lead down a straight line.

"Right this way web-slinger." the voice says as Spider-man walks cautiously along. "Now I'm certain you remember Ms. Norah Winters." he says as Norah, in her Fury gear appears in front of Spider-man, floating on her hover-board. She charges forward, hurling pumpkin bombs at him as he evades the attacks. He jumps over her as she charges full forward with her board, landing on the back of the levitating platform and the two engage in a furious hand-to-hand duel. The board weaves through the area as Spidey finally manages to force her off the vehicle and the two tumble to the floor. Fury reaches into her gear bag, pulling out a sword handle that ignites into a flaming blade. True to her name she wields the weapon with reckless and wild swings, almost taking off the hero's head several times. "Not bad for a mind controlled drone huh?" the mystery voice continues to chuckle as Spider-man flips back as the blade cuts across his chest.

"Alright Norah, I owe you a serious apology. And I hope that it'll also make up for this." The hero rushes forward, sliding under a very dangerous horizontal swing that places him right behind the young reporter. He takes the opportunity to web the hilt from her hands and then attaches another web-line to her back, swinging her around before slamming her against a wall and sticking her in place. He then proceeds forward as another set of lights guides him.

"Good job, bravo. But seriously, I get that you can handle a villain and a villain that's not really a villain by their own choice but let's see how you handle someone who you've failed." He turns again as someone familiar appears from the shadows, her long blonde hair blowing slightly from the small breeze that manages to make it's way in from the shattered skylight. Her eyes bear a gloomy sadness as she finally speaks. "Why didn't you save us Spider-man? Why didn't you save me?"

"Well Spidey, go on and answer her." the voice mocks once again. "Why didn't you save Ms. Stacey?" The hero puts his head down seemingly in shame, clenching his fist. He reacts by throwing a powerful punch to the girls face that sends her falling back. Spider-man coldly walks past the unconscious figure that glitches out, revealing Mysterio and his damaged domed helmet. He leaves the bubble-headed foe as he heads down the next set of lights, looking up to see Black Cat strapped to a chair in the middle of the room. "Cat!" he shouts as he rushes to her aid as she looks up for him to see that she is gagged with a cloth. She attempts to warn him with her muffled words as he is struck hard from the left, sliding hard on the floor as a green tornado flies past, kicking up a heavy gusting wind. It stops in the middle of the room and begins to slow as Whirlwind stands in the center.

"About time you got here. I was just about to play Beethoven's third on her head." He says smirking under his helmet. "Let's go!" He begins spinning again and rushes toward Spider-man, chasing him around the room as the web-slinger attempts to dodge his attacks. The tornado whirls around the hero, pushing him back to the floor as he unloads a flurry of punches to Spider-man. The hero counter attacks by repeating his earlier strategy of using the villain's power against him, as he spins his webs around Whirlwind, using the momentum of the twister. This is only a momentary solution as Whirlwind easily cuts himself loose with a pare of rotating blades on his wrists. He lunges toward the hero who immediately takes off again.

"Is it too much to asks for that to work at least once." Spidey says as he clings to the ceiling. Whirlwind uses his greater speed to launch the rotary blades off his wrists and up toward Spider-man. "Got to time this just right." he pushes down toward the blades, using his spider sense and quick reflexes to grab both blades by the edges and throws them back down, Whirlwind narrowly dodging both as one hits the scaffolding and the other precisely aimed to cut Black Cat's ropes, freeing her. "Cat, get out of her."

"You don't need to tell me twice spider. And keep up your guard on the left." she says as she quickly exits the room.

"Well you rescued the girl, but can you say the same for yourself?" The villain rushes Spider-man, tackling him while spinning the lower half of his body and slams him against the wall, grating him along. Spidey breaks free by firing webs over the villain's view ports, causing him to throw the hero away from him. Whirlwind then begins spinning as fast as his body will allow as he begins hurling every piece of debris available at the hero as Spider-man evades each and every incoming object. "You can't last spider. You've been fighting all night. I'm just getting started."

"He's right, every muscle in my body is aching right now. I've pushed myself to the limit. But I'm not giving up yet. This is for Michael, for Cat, for Captain Stacey!" He thinks to himself as he decides to go on the offensive. He springs off a wall and shoots toward the still spinning Whirlwind who panics and begins hurling even more projectiles at him, to little avail as the hero dodges them all before making contact with the villain, grabbing hold of him.

"Get off me!" he shouts as he frantically spins around the room in an attempt to throw off the hero, who uses his adhesive powers to stay on.

"Woo-hoo, this is just like the tilt-a-whirl!" the hero cheers as he begins punching Whirlwinds helmet, the villain having turned only his waist below into the twister. He steers himself toward a wall and tries to slam Spider-man against it, only for the hanger on to forcefully angle his body at the wall, Whirlwind only harming himself. "Onward and upward!" Spidey steers him toward the ceiling as the villain slams his face against the ceiling, shattering his helmet, revealing a young man with dark orange hair and blue eyes with gruff features. The sudden impact causes the two to fall out of the air and slam down on the scaffolding.

Spider-man stands over the downed man as he looks up at the hero. "It's over spin cycle, you're the last game in town tonight. So why don't we call it quits and we can cart you off to jail?" Whirlwind is furious, the very notion of yielding to someone like him is unbearable. Even though he can feel that his left leg has been shattered by the fall he notices the second blade that had been embedded in the scaffolding next to him. He rushes to grab it and slashes Spider-man across the hip. This unbalances the hero as Whirlwind goes in for another attack, only for him to tumble over the side, but not before grabbing hold of the hero as the two fall to the ground floor. Spider-man can barely move, but he can see well enough to find that the spinning villain has fallen on his blade, a wound that, if not treated soon could kill him.

"Spider, you alright?" he hears the familiar voice of Black Cat as she rushes over to him, checking his wounds.

"Cat, you came back?" he says weakly as he attempts to sit up.

"Hold on there Tex, you need to take it slow. Don't worry we'll..."

"You'll be dead in the next few seconds." Cat is interrupted as a dark skinned young woman in a wheel chair rolls out of the shadows with a shotgun leveled on the two. "It's been a while Spidey. I'm not sure if you remember me. The last time we met your friend threw me down a sewage pipe, broke my spine in three places, crippled me. If it wasn't for Whirlwind there I'd have died. Too bad about him, but he served his purpose."

"Wait, Black Racer?"

"In the living, paralyzed from the waist down flesh."

"You did all this to get to me?" Spider-man says as Black Cat kneels next to him.

"Well just the deal with Kingsley. He lent me Winters and gave me the funds to set up this whole trap. It wasn't terribly kind to the others but it worked out in the end. Now just stand still and..." as she takes aim, Black Cat stands in her way. "Really, you're really going to take one for him?"

"No, I'm going to stomp you." she says smiling.

"Okay let's see. You have one of two options. You can dodge my shot, but I don't think your friendly neighborhood blah-di-blah would appreciate it. Or you can be the hero and take the shot for him. Either way I won't miss."

"Neither will they." Cat says as she gestures upward. Black Racer looks down to see several red dots on her chest. She looks up to see Rassitano and several other snipers with shots lined up. With them are all the heroes as they look down on the scene.

"Give it up miss." Rassitano says as he prepares to give the order to fire. Racer clutches the weapon tighter as she still aims it at the two. "No, no! I didn't do all this to stop now!"

Spider-man manages to stumble to his feet. "It's not worth it. I know you want revenge on me but it's not worth your life. Trust me."

Racer points it directly at the hero as the others prepare to intervene. "You...took my legs." as she says this tears run down her face. She grips the weapon and abruptly drops the weapon to the ground, breaking out crying as she falls out of the chair, the officers closing in as Cat and Spider-man look on.


	16. Chapter 16

As the officers apprehend Black Racer and take Whirlwind to be treated for his injuries, Spider-man and the other heroes take their leave of the area. Before Spider-man and Jubilee exit however, officer DeWolfe approaches them. "That was some good work you did out there, and that should really say something coming from me."

"Yeah, thanks for the help, though I think you'll have a lot of clean up to do." Spidey says as he looks over and sees Norah Winters being loaded on a stretcher by paramedics. He excuses himself from the conversation and approaches her as she looks up at him. "How are you holding up kiddo? Sorry to have to rough you up like that."

Norah can't help but chuckle a bit as she winces with pain. "Hey don't worry about it. Thanks for not hitting me too hard. At least I can go get the help I need to fix this. Tell that Prowler guy thanks for me." He watches as she is wheeled outside and he and Jubilee decide to depart themselves. The two head back to the hideout as his friend notices that he is in a rather somber mood. "You alright Peter? You don't seem especially happy. I mean we won, didn't we?"

"Yeah, but we lost Michael." he states remembering the brave sacrifice made by his clone.

"Don't do this to yourself Pete. He was every bit the hero you were and you know you would have done the same if you were in his place. If he learned anything from you it was doing what's best for others, not yourself." As Peter stops to contemplate this the two are caught by surprise as a bright set of lights shines down on top of them. They then hear the sudden sound of loud engines that were clearly not around before. The two look up to see what appears to be a large floating fortress, easily several times larger than the one the clones took down. As they look around several men and women in black jumpsuits surround them on the roof, guns drawn. "Spider-man, there's someone who wants to have a word with you." The lead officer, a man with blonde, spiked hair says as the two heroes look at each other.

"Yeah, why not. With all the weirdness that's gone on this has to be the most normal thing that's happened tonight." Spider-man says as they comply and are lifted up inside the massive craft. Jubilee, not wearing a mask, does her best to hide her face by wearing a large pair of sunglasses and covering her mouth with the turned up collar of her jacket as they are led down a hall to what appears to be a control room with people working on councils all over the room where a large window looking out the front is the most prominent feature of the area. The two are in amazement before they are finally addressed.

"Spider-man, it's an honor to meet you." a large dark-skinned man says as he walks into the room with two others. The duo quickly notice two very distinguishing features on him. First is that the man lacks any hair on his head outside of his finely trimmed beard. The second and certainly more staple is an eye patch over his left eye. "I'm Nick Fury, director of S.H.I.E.L.D. You've already met Hayashi." he says reintroducing the ex-S.H.I.E.L.D. Agent who quietly stands off to the side.

"Nice to meet you Director." Spidey says hesitantly as the two shake hands. "Not to be rude but, why are we here?"

"Right to the point, just what I like to see." The man with the eye patch says as he slowly paces around to a control panel in the center of the room. "We've been watching you Spider-man, you and your friends since Hayashi contacted us a few hours ago. And we've been keeping tabs on you for a lot longer."

"Well that's creepy. This guys been watching all of us?" Jubilee whispers to Peter.

"At least he owned up to it." He responds quietly.

"Yeah, but you think he could have helped out instead of spectating." the two turn their attention back to Fury as he addresses them.

"I'll get to the point you two. I'd like to invite you to work for S.H.I.E.L.D. I've seen the good work you did down there. Imagine what you could do with our resources and organization. Together we could do some real good."

"You want us to work for S.H.I.E.L.D.? Well, it would be good to have some extra help." as Peter contemplates, Jubilee grabs him by the arm, taking him to the side. "If you'll excuse us for a moment we really need to discuss something." she says, putting on a forced smile as she leads him to a vacant spot in the room.

"What gives Jubes?" he asks as several of the agents and Fury look on.

"I don't think it's a good idea to sign on with these guys. I've heard a lot of rumors about these guys, and none of them are good."

"What do you mean? I've only ever heard good things about them. They protect people from threats like tonight all the time."

"Yeah, but that's all they want people to know. S.H.I.E.L.D.'s delivered tons of mutants to the M.R.D., the mutant response division. They imprison any other super humans who don't fit into their plans too. I just think it would be best for all of us to not get involved." Peter begins to think for a moment. "You're sure about this Jubes?" he asks as she gives a very confident nod. "Alright, I'll trust your judgment." the two turn back and walk back toward Fury, Spider-man putting his hand out to shake the leader of S.H.I.E.L.D.'s hand. As the two shake, he gives his response. "Director Fury, I regret to inform you that we will not be joining your organization. For now I think we're going to be playing it our way."

Fury is slightly upset by the news, though the two can only tell by a small motion of his facial muscles. "That's a shame. Certain you won't reconsider?"

"Sorry but I just got back to town and I'm itching to stretch my legs. We'll do our thing and I guess you'll still do yours. If that's okay?"

"Not at all. I'd still consider it for the future. There's a lot going on out there and it would pay to be connected to someone who could help out. But in the meantime if there's anything I can do for you just let me know."

"Thanks director I..." He stops himself, as something instantly comes to mind. "Actually, there is one thing."

The two leave the S.H.I.E.L.D facility via Spider-man's web swinging as Fury and his second in command, a tanned skinned woman with short cut black hair standing by his side watch the two from the window. "Director, do you really think it's a wise choice letting them leave like that? They're threats to public safety sir." she says as they look over the city.

* * *

"There's no need to worry over it Hill. I have a feeling we'll be seeing a lot of our arachnid friend very soon."

Jubilee and Spider-man finally reach the Spider's Web and stealthily head inside. As they enter they find that all the others are fast asleep, even their instructor Ororo Munroe, Storm, is resting, to the duo's relief. Peter notices however, that Scarlet Spider, Fire Star, Gwen, and Black Cat are absent. While Jubilee, exhausted from the nights events calls it quits, Spider-man heads off to find the others. He makes his way through the building, being extra careful not to wake the others. As he heads down one of the halls, he fails to notice that Patrick is stealthily following him from the ceiling. Vana on the other hand is fast asleep, that is until her eyes open wide, glowing white. The sudden alarm wakes her as she notices her brother and follows behind him.

The hero finally finds three of the four sitting in a small room in the back of the warehouse. "What's up ladies?" he says as the three turn their attention to him. "Hey where's Cat?" he asks, noting her absence.

"Don't know. She took off right after we left." a powered down Liz says in response.

"Pete, we've been talking about your little situation..." Mary Jane chimes in.

"And we've come up with something brilliant." Gwen says as she turns his attention to her laptop. "Since Sable thinks she knows who Spider-man really is, we came up with something to fool her thanks to Hobie. After he beat Mr. Kingsley..." The name causes Peter some confusion. "Long story, don't ask. Anyway, he was the one behind all the brainwashing, me and MJ included. So we came up with this. I just hacked some of the files and added this plus the audio recording Prowler got from the fight with Kingsley, sans his identity and we've come up with these." The screen flows with a list of names from several places in the city. "Many of these people are recorded as suffering severe cases of schizophrenia along with dozens of homeless people. You're in there as well. The files I've added will make the police and the public believe that Kingsley, in league with Gou were making these people into "Spider-man" as a way to tear down the other crime families in the city."

"With this we can clear your name and Sable will believe it. Then you won't have to worry about any of them." Liz states.

"Wow, you guys have thought of everything." Peter says, very impressed by their ingenuity.

"What would you do without us?" MJ laughingly states. "We've got that taken care of, but we have another problem. What do we do about Vana and Patrick?" her question causes a silence among the group. "I don't know how they're coping with loosing Michael, but I know that they need someone to take care of them."

"Yeah, we know how hard it can be to lose someone so close." Gwen says as she looks over at Peter. After some deliberation one of them finally speaks up.

"I can take them." The others are surprised to hear Liz speak up.

"Are you sure Liz. They're a handful. Plus are you sure it'll be cool with your parents." MJ says with some concern.

"I know it'll be tight, but maybe I can talk my parents into adopting them. We have more than enough room. And at least this way they can have warm food and a cozy place to sleep." The group agree on this, not noticing Patrick slipping back out. He heads up to the roof, taking with him a small bag with his few possessions. As he looks out over the city he stops and turns around to see Vana standing behind him.

"Where are you going?" she asks.

"Hm, let's see. I have everything I own, sneaking out in the early hours of the morning. Oh yeah that's right, I'm taking off." he says with a bit of sarcasm.

"Why? We have a chance to have a real family and friends. Why walk away from that?"

He snickers at the question. "Maybe you'll be happy with a big family, white picket fence and all that, but not me. I got plans so much bigger than that."

"What are you going to do, steal some more, hurt people? We're better than that. That's what Michael was trying to show us."

"Michael was an idiot. He was right about one thing though: We are better. We're better than all of them." he says as he stretches his hand out over the city. "He chose the self-destructive path of a hero just like you're picking a life of mediocrity. But me, I'm going to show you just what the Doc really had planned for us, to take what we want, to do what we want, and to break anyone who gets in my way." He steps back to get a running start. "Good luck with your new life sis." he says before running forward, leaping off the roof and swinging away, leaving her alone on the roof as she quietly makes her way back inside.

* * *

Later that morning at Gou's hideout, he and his remaining men drag themselves inside after the night's events. "That was hands down the worst night of my life." he says as he plops down on the couch as one of his men turns on the television.

"Uh boss, I think you might want to reconsider that." he says as he sees a special news report that incriminates Kingsley and himself in the so called "Spider-men Agenda". The news cripples Gou with fear as he scrambles to his feet. "We need to go, Now!" he shouts as he grabs whatever possessions he can and heads for the door, only for it to swing back in his face as Sable and her team walk in.

"Hello Bernard. We need to talk." she says holding her gun in his face.

He scrambles across the floor, half crying. "Now Sable, I can explain all of this."

"No need Gou. This is clever, well planned, organized, especially for someone of your...seeming lack of any palatable talents. But this," she gestures to the news report. "This is something worthy of a reward. But first, will any of these Spider-men be a problem?"

Not wanting to give her the answer he knows she doesn't want to hear, he simply gives the answer he knows won't end him right there and then. "No ma'am they won't, Kingsley and I worked the conditioning so that they have to be subjugated again by him so they retain no memory of us or our operations, though it is possible some of them may have some latent memories which would cause them to act on their own. And Kingsley had disposed of most of the equipment."

"And the last Spider-man, who is he?"

"I'm not sure...but a while back some of our equipment was stolen so it's possible he is some punk acting like a hero. But I'll take care of him." This thought up explanation, though hastily put together is enough to save Gou's skin and convince Sable that the young man she met earlier is not who she thought he was.

* * *

"No, I have an assignment for someone as useful as you. We have a problem in our California operations and I think your just the man to solve it. Here's all you need to know." She tosses a folder at his feet, the contents spilling on the floor, one of which is an image of a white human skull on a black backdrop. Gou gives it an slightly disturbed look as he looks back to Sable.

The next morning Spidey and Jubilee are out bright and early scanning for any pockets of resistance from the stragglers. "Are you sure we really need to do this? I mean we roughed them up pretty bad last night." The girl says as they touch down on a roof.

"Can't be too careful." as Spider-man responds his spider sense kicks in and, as he turns he is surprised to see Black Cat standing behind him, his fist an inch away fro her face. "Cat?" he says slightly surprised to see her. She surprises him with a tight hug and a quick kiss.

"I don't know how you did it Spider but I'm glad you did. My dad's getting out in the next few weeks a free man, mostly."

"Yeah well, you know they'd only work the parole angle. But hey, who knew a government agency would be doing me a favor?" he says as the two laugh for a second before getting back to the discussion. "So what's next for you?"

"I talked to dad and we've decided to put all this behind us and move on to greener pastures. Time to be a family again."

"Oh, well, great. Good for you. Good luck out there." He says slightly disappointed.

" Well, I better get going. A lot to get ready for daddy when he gets home. Thanks for everything Spider." she says as she leaps from rooftop to rooftop before disappearing from sight. As the hero watches her depart, Jubilee stands next to him, giving him a playful punch in the arm.

The two make their way back to the Spider's Web after scanning the city discussing some personal matters. "Seriously, take a week off. Relax, kick your feet up. Take a cruise. Rest, relaxation, and looking for a new girlfriend? Those boats; talk about raining chicks." Jubilee says goading him on as they enter the main room, where the others, Ms. Munroe in particular is waiting. "Uh, okay first off, all his idea."

"Oh now don't start that again. If any thing it was..." Spider-man says before the two are cut off mid argument by their teacher.

"Enough, the both of you! You two should be ashamed of yourselves. You put yourselves and the other students in danger. If it hadn't been for Cerebro we would have never known where to find you." Murnoe says furiously as the two cower. She then steps back and allows herself to relax. "But you did show excellent judgment in the field and proper and controlled use of your powers. Add that to the fact that none of you were seriously hurt, and I see that you've all applied what you've learned. So, I think it's appropriate to allow Jubilee to stay on the team as an ambassador of sorts for the Xavier Institute."

"Team? Is this a team? I thought this was more of a collection of misfits brought together by random occurrences." Prowler says casually.

"Sounds like a team to me." Pixie says floating above the others.

"Thanks everyone, for sticking with us through all this craziness." Peter says as he stands next to Scarlet Spider, Fire Star, Prowler, and Frogman. "We couldn't have done it without you."

"The things I've seen tonight will emotionally scar me for years to come. But you're welcome." Eugene, A.K.A. Frogman says as he takes his leave. He stops in the doorway and turns to the others. "If you need me, just call first please." Later that morning the Xavier Institute team follows suite as they take their leave, all giving their farewells and best wishes to Jubilee and the others. As they load into a black van, the blue-skinned Jazz attempts to sneak off only to be grabbed by Jubilee. "Aw no you don't, your going too."

"What, why?" he asks frustratingly.

"Because this way I can make sure you stay out of trouble and stay alive." She hands him over to Rockslide, who loads him into the vehicle and the group departs. As they drive off Jazz attempts to climb out the rear window, only to be pulled back in by Rubbermaid. "I am such a good person." the girl says before walking away with Peter and the others.

"That reminds me, I should be taking off too." Gwen says to the surprise of the others.

"You're leaving?" Peter asks.

"Yeah, I think it's time I head off for a while, think some of this over. But I'll be checking in on you guys every so often. And you won't have to worry about the police hounding you so much. Hayashi stepped down and Jean's taking his position. And don't worry Peter." She says putting her hand on his shoulder. "You'll find someone as good as me." she says jokingly.

"No one's as good as you Gwen." he says softly.

"Then almost as good will just have to do." she says as the two smile at each other. "Well I'd better get packed, I'm staying with some friends of Jean's for a while until I can get new identity papers made up. By the way could, you give this to Harry for me? I don't want him to feel like any of this was his fault."

"Sure no problem." Peter says as the others hug Gwen as she leaves. As she does so she stops to whispers to Hobie. "Take care of this guys for me Hobie. If you need anything, you know how to get in touch."

* * *

The next day the group sit at a small open air cafe to take a day of relaxation. "I was thinking about changing my name. You wouldn't mind if I reuse Spider-woman would you Liz?" MJ asks quietly as they enjoy a coffee.

" Nah, it's cool. Hey did you guys see the headline for the Bugle?" Liz asks and proceeds to pull out the days issue, handing it to Peter.

"Today the Daily Bugle celebrates New York's true heroes..." Peter reads aloud. "The Midtown Manhattan Magnet high school Mustangs football team?" he says surprised as he views the photo of Flash and the other members of the team. "'While Spider-man and his criminal cohorts battled it out in the streets, the Mustangs stayed inside the city to aid those unable to flee.' Huh, good for them."

"What? That's it? No credit for all our hard work." Eugene complains as he snatches the paper from Peter. "This hero thing is bogus. We do all the work and they get all the credit. Of all the..." His boisterous outburst is quickly silenced as Liz surprises him with a kiss on the lips. This causes him to faint and the others to give Liz a very peculiar stare. "What, it was the only way to get him to shut up!" she says flustered, her cheeks a bright red.

"Anyway, what happened to Foswell and Electro?" Peter asks, noting the absence of the two.

"Foswell says he's heading back to journalism and hanging up the "Big Man" identity for good." Hobie states. "As for Electro, he slipped out after the fighting died down, but I'm sure he'll turn up soon." As they continue their talk an explosion comes from down the street tearing open a huge hole in the building as Torch, accompanied by the Gambono Brothers emerges.

"It's always something isn't it? Wait here guys." Peter says as he prepares to leap into action.

"Ahem." he hears behind him as he turns to see the others, including a now conscious Eugene, ready to suit up as well as Liz takes the lead. "You're not going this alone anymore Petey." She forms a fireball in her hand.

"Man I love teamwork." he says happily as the team leap into their first battle as a Spectacular team.


End file.
